Thornton v Shoe Lane Parking Ltd [1971] 2 QB 163
Thornton v Shoe Lane Parking Ltd explains when terms can be incorporated into a contract made through an automatic machine. It also establishes that an unusually burdensome exclusion clause requires especially clear notice before formation.
Facts
Francis Thornton drove into Shoe Lane's automatic multi-storey car park. A notice at the entrance displayed the charges and stated that cars were parked at their owner's risk. As Thornton drove forward, a machine issued a ticket and the barrier admitted him. Small print on the ticket referred to conditions displayed inside the premises. Those conditions included a wide clause excluding liability for injury to customers, including injury caused by the company's negligence. When Thornton returned, an accident on the premises seriously injured him. The trial judge found both Thornton and Shoe Lane partly at fault and awarded damages. On appeal, the company did not challenge its negligence but argued that the displayed conditions and ticket exempted it from liability for Thornton's personal injury.
Legal Issue
When was the automated parking contract formed, and had Shoe Lane given sufficiently timely and explicit notice to incorporate its unusually wide personal-injury exclusion clause?
Held
The Court of Appeal dismissed Shoe Lane's appeal. Lord Denning MR held that the machine made a standing offer which Thornton accepted when he drove to the barrier and caused the machine to operate. The contract was complete before the ticket emerged, so words on the ticket could not introduce additional terms. The entrance notice referred to risk to the car, not exclusion of liability for personal injury. In any event, a clause so broad and destructive of ordinary rights demanded exceptionally explicit advance notice, which Shoe Lane had not provided. Megaw LJ agreed that the more unusual the term, the greater the notice required. The company therefore could not rely on the exemption against Thornton's claim.
⭐ Legal Principle
Terms must be communicated before or when a contract is formed. For an automated transaction, the machine may make the offer and the customer may accept through the act that triggers it, leaving later ticket terms ineffective. The notice reasonably required before formation increases with the unusual or onerous character of the term relied upon.
Significance
The case adapts the older ticket authorities, including Parker v South Eastern Railway, to automatic contracting and connects timing with the adequacy of notice. Its heightened-notice reasoning was later developed in Interfoto Picture Library v Stiletto Visual Programmes. Statute now adds controls beyond incorporation: section 2(1) of the Unfair Contract Terms Act 1977 prevents exclusion of negligence liability for death or personal injury, and section 65 of the Consumer Rights Act 2015 does the same for consumer contracts, alongside that Act's fairness and transparency requirements.
Common exam questions about this case
At what point did Lord Denning MR consider the parking contract to be formed?
The car park operator made an offer by presenting the automatic machine as ready to admit a driver on the stated entrance terms. Thornton accepted when he drove forward and activated the machine. He was then committed to the transaction. The ticket issued afterwards functioned as a voucher or receipt and could not add a new personal-injury exclusion clause.
Why was the general statement that cars were parked at the owner's risk insufficient?
Read in context, the entrance wording concerned risks to the vehicle. It did not clearly warn that Shoe Lane sought to exclude liability for personal injury caused by its own negligence. Such a severe departure from ordinary liability required conspicuous and specific notice before the contract was concluded, not an indirect reference on a later-issued ticket.
Does reasonable notice require the same steps for every contractual term?
No. Thornton links the required notice to the nature of the term. An ordinary or expected condition may be incorporated through less prominent notice, while an unusual or onerous clause requires much clearer steps to draw it to the other party's attention. The inquiry concerns notice given by the time of formation and the particular term relied upon.