Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd

Ratio Decidendi

Fapte

Interfoto sent transparencies to Stiletto with delivery notes containing a clause imposing a holding fee of £5 per transparency per day for late return (far higher than the industry norm). Stiletto returned them late and was invoiced £3,783.50.

Rezumatul hotărârii

The Court of Appeal held that the holding-fee clause — which imposed £5 per transparency per day, some ten times the rate usual in the trade — was a particularly onerous and unusual term that had not been fairly and reasonably brought to Stiletto's attention, and so was not incorporated into the contract. Where a printed condition is particularly onerous or unusual, the party seeking to rely on it must show that it was fairly and reasonably drawn to the other party's attention; simply enclosing it among standard delivery-note conditions is not enough. Because the clause was not incorporated, Interfoto could not recover the £3,783.50 it had invoiced, but was entitled instead to a reasonable fee for the late return of the transparencies on a restitutionary (quantum meruit) basis, assessed at a far lower figure. Bingham LJ also discussed the extent to which English law gives effect to a principle of fair dealing. The case is the leading modern authority on the incorporation of onerous terms.

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