J Spurling Ltd v Bradshaw [1956] EWCA Civ 3; [1956] 1 WLR 461; [1956] 2 All ER 121
Validity of contractual clause purporting to exclude liability for negligence of bailees
Facts
Bradshaw sent eight barrels of orange juice to be stored at Spurling’s warehouse. Spurling sent a receipt to Bradshaw on which were printed their conditions of storage. The conditions contained a clause purporting to exclude liability for any losses resulting from their negligence. Bradshaw fell into arrears with his storage payments and Spurling brought an action to recover the monies due. The orange juice was spoiled and unusable, and Bradshaw counterclaimed in negligence.
Issues
Bradshaw alleged Spurling were negligent, and in breach of an implied term to take reasonable care of the barrels because they had left them in the open air and the orange juice had spoiled. He further contended he had not been given sufficient notice of the exemption clause and, therefore, Spurling should not be able to rely on it. Spurling denied negligence and argued they could rely on the exemption clause even if they had been negligent. The clause had been brought to the attention of Bradshaw and was clear and unambiguous in its meaning.
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Decision/Outcome
The Court of Appeal dismissed Bradshaw’s appeal. The trial judge had found Spurling negligent, but that finding was premature: Bradshaw had not been cross-examined and Spurling had not had the opportunity to give evidence. Even assuming negligence, Spurling could rely on the exclusion clause to avoid liability for the negligence alleged.
Sufficient notice of the clause had been given so as to make it a term of the contract. Bradshaw had received many similar landing accounts in earlier transactions, knew there were conditions, and left the goods in storage while continuing to pay rent without objecting. The course of business and the parties’ conduct therefore answered the objection that the documents were sent after the goods arrived. Denning LJ explained that a more unreasonable clause required greater notice, although this clause did not require exceptional notice.
Denning LJ also explained that exemption clauses operated to protect a party carrying out the contract, not one deviating from it or committing a breach going to its root. On the case pleaded, Bradshaw alleged negligence rather than such a fundamental breach, so the clause applied.
