Contract; contents; the need to draw attention to unusual terms in contractual documents.
Facts: Interfoto operated a photographic transparency library. They sent some transparencies to Stiletto, together with a delivery note. The note said the transparencies had to be returned by March 19 and advised Stiletto that a 'holding fee' of £10 per day plus tax would be charged for each transparency retained after this date. Stiletto did not read the note and failed to return any of the transparencies until April 2. Interfoto invoiced the defendants for a large holding fee.
Issue: Given the serious consequences of the clause, had sufficient notice been given for it to be effective?
Decision: Insufficient notice had been given to make the clause a term of the contract.
Reason: The condition in the clause was not one that would be expected to be contained in a delivery note. Because it imposed an unreasonable and extortionate fee and was unusually onerous, it had to be clearly brought to the attention of the defendants to become part of the contract. Instead of enforcing the clause, the court ordered the defendant to pay a reasonable amount for the late return of the transparencies.