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Wood v. Lucy, Lady Duff-Gordon

::Wood (plaintiff)
v.
Lucy, Lady Duff-Gordon (defendant)
118 N.E. 214 (N.Y. 1917)::

Facts:

Defendant Lucy is a “creator of fashions.” She has the Midas touch when it comes to fashion. Whatever she puts her name on becomes a hot item in the marketplace.

Defendant Lucy employs plaintiff Wood to place her endorsements on things. He is to have the exclusive right for one year to do this and will get to keep half of any profits from contracts he might make.

Procedure:

Plaintiff Wood sues defendant Lucy for breach of contract, claiming that defendant Lucy independently placing endorsements.

Defendant Lucy demurs, claiming no contract existed because plaintiff Wood was not actually obligated to do anything.

Trial court denies defendant Lucy’s demurrer. Appellate court reverses this order and dismisses the case.

Plaintiff Wood appeals.

Issue:

Was there a contract between Wood and Lucy when Lucy granted Wood the exclusive rights to managing her endorsements?

Holding:

Yes.

Reasoning:

Plaintiff Wood did in fact bind himself to something and so there was mutuality of obligation.

While plaintiff Wood’s promise was perhaps not explicit, “the law has outgrown its primitive stage of formalism” and the court reads an implicit obligation into the contract.

The court finds that plaintiff Wood’s promise was implied: that the acceptance of his exclusive privilege was an assumption of the duties that came with it.

Additionally plaintiff Wood promised to account monthly for any money he had made and to take out patents and copyrights as necessary. These are some duties.

The court finds that plaintiff Wood’s promise to pay defendant Lucy her share of the profits was actually a promise to use reasonable efforts to bring profits into existence, which is a clear duty to which he is bound.

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