#contract #law #terms

FACTS: The defendants were an advertising agency and the plaintiffs ran a library of photographic transparencies. They had not dealt with each other before. The defendants needed period photographs of the 1950s for a presentation. On 5 March 1984, they telephoned the plaintiffs, enquiring whether they had any photographs of that period which might be suitable. On the same day, the plaintiffs dispatched to the defendants 47 transparencies packed in a jiffy bag together with a delivery note. The transparencies were, however, apparently overlooked and not used. They were eventually returned on 2 April. The plaintiffs sent an invoice for the holding charge calculated at £5 per transparency per day from 19 March to 2 April, total £3,783.50. This was calculated in accordance with the terms laid out in the delivery note. The defendants refused to pay and the plaintiffs sued for the amount invoiced. The issue before the court was whether the terms of the delivery note formed part of the contract between the parties and, if so, whether the plaintiffs could enforce these terms against the defendants. HELD by the Court of Appeal: The clause could not be enforced. It was an extortionate clause which the plaintiffs had not brought to the attention of the defendants and therefore it did not become part of the contract. The defendants were ordered to pay a sum which the trial judge would have awarded on a quantum meruit on his alternative findings, i.e. the reasonable charge of £3.50 per transparency per week for the retention of the transparencies beyond a reasonable period fixed as 14 days from the date of their receipt by the defendants.

Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd [1989] 1 QB 433