Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd [1989] QB 433
Facts
Stiletto, an advertising business, obtained 47 photographic transparencies from Interfoto for possible use in a presentation. A delivery note required their return within 14 days and contained a condition imposing a daily holding fee for each transparency retained thereafter. Stiletto did not use the images, put them aside and returned them late. Interfoto invoiced a substantial sum under the printed fee provision. Stiletto disputed liability because the unusual condition had not been specifically drawn to its attention. The appeal concerned whether ordinary inclusion among the delivery conditions incorporated that particular term.
Legal Issue
Had Interfoto taken sufficient steps to incorporate the unusually onerous holding-fee provision by placing it among the conditions on the delivery note?
Held
The Court of Appeal held that the unusually onerous holding-fee term had not been incorporated. Merely printing it among the conditions on the delivery note did not adequately draw the recipient's attention to its exceptional financial consequences. The party relying on such a term had to take reasonable steps to bring that particular provision to the other party's notice. Interfoto had not done so. The decision concerned incorporation through notice, rather than a general judicial power to strike out every unfair bargain. Stiletto's late return could still justify reasonable remuneration on the basis recognised by the court; failure of the special fee provision did not necessarily make the continued retention free.
⭐ Legal Principle
A party relying on a particularly onerous or unusual unsigned term must take reasonable steps to bring that provision to the other party's attention. General notice of printed conditions may be insufficient where the specific clause creates an unexpected and substantial burden.
Significance
Interfoto extends the practical importance of the ticket cases beyond exclusion clauses. A term demanding additional payment may also require enhanced notice. It should be distinguished from statutory fairness controls, penalty doctrine and the ordinary effect of signing a contractual document. Those are separate routes with different conditions. For an exam problem, identify how the contract was formed and the steps taken to highlight the unusual provision before asking whether another doctrine affects its enforceability.
Common exam questions about this case
Why was the printed delivery note insufficient?
The holding fee was exceptionally burdensome and was not specifically brought to Stiletto's attention. General presentation among ordinary conditions did not give adequate notice of that unusual consequence. The court required reasonable steps directed to the particular provision, rather than mere inclusion in the paperwork.
Is this a general rule against expensive contractual terms?
No. The holding-fee term failed on incorporation through notice in this transaction. A court does not automatically invalidate a provision because it is costly. Statutory controls, penalty rules and construction may raise further questions, but they must be analysed separately rather than attributed to Interfoto's notice holding.
Did failure of the fee clause make retention cost-free?
Not necessarily. The particular stipulated fee was unavailable, but the court recognised an alternative reasonable charge for the retained transparencies. Distinguish rejection of the asserted contractual rate from denial of every possible payment obligation. The remedy depends on the basis properly available on the facts.