Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd [1989] QB Facts: Stiletto ordered 47 photo transparencies from Interfoto’s photographic library (to borrow and possibly use in their business). These were sent, together with a delivery note containing certain conditions. It provided, in clause 2, for a payment of £5 per day for each transparency held beyond 14 days. Stiletto did not read the conditions. They returned the photo’s almost two weeks late. Interfoto claimed £3,783. As a matter of fact it was determined that this was an exorbitant sum (it was held that £3.50 per week would have been reasonable), but one calculated in accordance with terms of delivery note.
Issues: Was clause 2 sufficiently brought to Stiletto’s attention to make it a term of the contract?
Holding: NO clause 2 was not sufficiently brought to Stiletto’s attention to make it a term of the contract. This was a very ‘onerous’ clause and that the defendants could not have known that such an exorbitant rate would be imposed for retention of the transparencies if their attention was not drawn to the clause.
Reasons: reasonable steps must be taken by the defendant to draw the plaintiff’s attention to the printed conditions. If a condition is particular onerousor unusual, the party seeking to enforce it must show that it was fairly brought to the other’s attention. In this case, unless brought to their attention, Stiletto was entitled to believe that the terms were ‘merely ancillary and not of great importance’ since the plaintiff had not managed to include clause 2 in the contract, which was only made when the deivery was received. This did not occur here, so Interfoto could not rely on clause 2.
If “one condition in a set of printed conditions is particularly onerous or unusual, the party seeking to enforce it must show that that particular condition was fairly brought to the attention of the other party.” This was not done here. Interfoto could recover only a reasonable sum on a quantum meruit (not pursuant to the contract).
Rule: Ratio: If one party wishes to impose conditions upon another which are either unusual or are very onerous, then specific attention has to be drawn to that clause (it cannot be simply embedded with other clauses and sort of hiding it)
