Wood v. Lucy, Lady Duff-Gordon 222 N.Y. 88, 118 N.E. 214 (N.Y. 1917) Wood was a top New York advertising agent, representing major commercial clients as well as celebrities. Duff-Gordon (a noted fashion designer), signed a contract with Wood giving him the exclusive right to market garments and other products bearing her endorsement for one year beginning on April 1, 1915. o This contract gave Duff Gordon half of all revenues thus derived. Wood's only duties under the contract were to account for monies received and secure patents as necessary - but if Wood did no work to market the clothes, no monies would be received and no patents would become necessary. Around the same time, Duff Gordon came up with an idea to market a line of clothing "for the masses" and broke the agreement by endorsing products sold by Sears Roebuck without Wood's knowledge. Wood sued. o Duff Gordon argued that no valid contract existed, since Wood himself was not actually required to do anything, Lucy contended that the agreement provided no consideration. The Trial Court found for Wood. Duff Gordon appealed. The Appellate Court reversed. Wood appealed. The NY Supreme Court reversed the reversal and reinstated the Trial Court's decision. o NY Supreme Court made new law by determining that a promise to represent the interests of a party constituted sufficient consideration to require enforcement of a contract based on that promise. o "A promise may be lacking, and yet the whole writing may be 'instinct with an obligation,' imperfectly expressed". "The acceptance of the exclusive agency, was an assumption of its duties." o You wouldn't make a contract like this unless you actually intended to do something, so the argument that it didn't require anything of Wood is silly. In addition, Project Wonderful - Your ad here, right now, for as low as $0 the fact Duff Gordon would have gotten profits if Wood was successful implies that both parties believed Wood would be working. o It is obvious that this wasn't a gift, it was a business deal. Contract liability is a two-way street. If Wood had not given reasonable efforts, Duff Gordon could theoretically sued for breech of contract. This case established the fact that the doctrine of consideration should not be used to dismiss what are obviously commercial contracts. The requirement of reasonable effort can always be read in to a business contract as an implied consideration. Considering the fact that what was being sold was endorsements and not 'goods', is this case covered under UCC § 2-306(2)?
Pages to are hidden for
"Wood v. Lucy Lady Duff-Gordon Case Brief"Please download to view full document