Thornton v Shoe Lane Parking Ltd [1971] 2 QB 163 is a pivotal English contract law case on the incorporation of exemption clauses and the point of contract formation in transactions involving automatic machines.

Factual Background

In 1964, the plaintiff, Mr Thornton (a freelance trumpeter), parked at the defendants’ multi-storey automatic car park. Outside, a notice listed the charges and stated “All Cars Parked At Owner’s Risk”. At the entrance, a traffic light turned green and a machine pushed out a ticket, which he took before driving in.

Three hours later, on returning to collect his car, an accident occurred that left him severely injured; the trial judge found it half the fault of the garage. The defendants denied liability by relying on an exemption condition — not on the ticket itself, but among eight “Conditions” displayed on a pillar opposite the machine and in the paying office. One excluded liability for personal injury.

The Legal Issue

Whether the exemption clause excluding liability for personal injury had been successfully incorporated into the contract.

The Judgment

The Court of Appeal unanimously dismissed the garage’s appeal, holding the clause did not protect them.

  • Timing of the contract: Lord Denning MR distinguished older “ticket cases” involving human clerks. With an automatic machine, the contract is concluded when the customer drives to the machine (or inserts money). Because the ticket issues after the contract is formed, any conditions on it come “too late”.
  • Reasonable sufficiency of notice: even if formed later, the garage had not done what was “reasonably sufficient” to bring such a stringent condition to the plaintiff’s notice.
  • Nature of the condition: the more “unusual” or “onerous” a clause, the more notice is required. Lord Denning famously remarked that such a clause would need to be printed in “red ink with a red hand pointing to it”.
  • Irrevocability of the machine: Sir Gordon Willmer noted a machine is “irrevocable” — a customer cannot protest to it or get their money back if they disagree with the ticket terms.

Legal Principle

  1. Contract formation via machine: in automatic transactions, the contract is formed when the customer is committed to the action, so subsequent ticket terms cannot be incorporated.
  2. The “red hand” rule: to rely on a particularly wide or destructive exemption clause, a party must bring it to the other’s attention in the most explicit way possible, before or at the time of contracting.