Wood v. Lucy, Lady Duff-Gordon
Encyclopedia
Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 88, 118 N.E. 214
(1917), is a New York state contract case in which the New York Court of Appeals
held Lucy, Lady Duff-Gordon
, to a contract
that assigned the sole right to market her name to her advertising agent.
The plaintiff
, Otis F. Wood, was a top New York
advertising agent whose clients included major commercial clients as well as celebrities. The defendant
, Lucy, Lady Duff-Gordon
, otherwise known as "Lucile" (her couture label), was a leading designer of fashions for high society as well as the stage and early silent cinema, and was a survivor of the 1912 sinking of the RMS Titanic. Lady Lucy Duff-Gordon 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. This contract gave Lucy 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 not 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 purported agreement by endorsing products sold by Sears Roebuck and Wood sued, and Lucy defended on the grounds that no valid contract existed and therefore since Wood had not made an express promise to do anything, Lucy contended that the agreement was invalid and could not be enforced for lack of consideration
. The trial court
disagreed with her argument and found for Wood but was reversed by the Appellate division and Wood then appealed to the Court of Appeals of New York, the highest court in the state
, which then considered whether an agreement with a promise not expressly stated might still require performance of that promise on account of the context of the agreement.
Benjamin N. Cardozo
, made new law by determining that a promise to exclusively represent the interests of a party constituted sufficient consideration
to require enforcement of an unstated duty to use reasonable efforts based on that promise. Cardozo wrote of the arrangement that "A promise may be lacking, and yet the whole writing may be 'instinct with an obligation,' imperfectly expressed." "The acceptance of the exclusive agency," he found, "was an assumption of its duties." He stated, "the law has outgrown its primitive stage of formalism when the precise word was the sovereign talisman...it takes a broader view today." Based on this reasoning, the Appellate Court was reversed, and the decision of the trial court was reinstated. The case, with a relatively short and concisely written opinion, has become a staple of American
and Canadian law school
contracts casebooks, along with several other opinions written by Judge Cardozo.
Case citation
Case citation is the system used in many countries to identify the decisions in past court cases, either in special series of books called reporters or law reports, or in a 'neutral' form which will identify a decision wherever it was reported...
(1917), is a New York state contract case in which the New York Court of Appeals
New York Court of Appeals
The New York Court of Appeals is the highest court in the U.S. state of New York. The Court of Appeals consists of seven judges: the Chief Judge and six associate judges who are appointed by the Governor to 14-year terms...
held Lucy, Lady Duff-Gordon
Lucy, Lady Duff-Gordon
Lucy Christiana, Lady Duff Gordon was a leading fashion designer in the late 19th and early 20th centuries, best known as "Lucile", her professional name. The first British designer to achieve international renown, Lucile was a widely-acknowledged innovator in couture styles as well as in fashion...
, to a contract
Contract
A contract is an agreement entered into by two parties or more with the intention of creating a legal obligation, which may have elements in writing. Contracts can be made orally. The remedy for breach of contract can be "damages" or compensation of money. In equity, the remedy can be specific...
that assigned the sole right to market her name to her advertising agent.
Facts
Plaintiff
A plaintiff , also known as a claimant or complainant, is the term used in some jurisdictions for the party who initiates a lawsuit before a court...
, Otis F. Wood, was a top New York
New York
New York is a state in the Northeastern region of the United States. It is the nation's third most populous state. New York is bordered by New Jersey and Pennsylvania to the south, and by Connecticut, Massachusetts and Vermont to the east...
advertising agent whose clients included major commercial clients as well as celebrities. The defendant
Defendant
A defendant or defender is any party who is required to answer the complaint of a plaintiff or pursuer in a civil lawsuit before a court, or any party who has been formally charged or accused of violating a criminal statute...
, Lucy, Lady Duff-Gordon
Lucy, Lady Duff-Gordon
Lucy Christiana, Lady Duff Gordon was a leading fashion designer in the late 19th and early 20th centuries, best known as "Lucile", her professional name. The first British designer to achieve international renown, Lucile was a widely-acknowledged innovator in couture styles as well as in fashion...
, otherwise known as "Lucile" (her couture label), was a leading designer of fashions for high society as well as the stage and early silent cinema, and was a survivor of the 1912 sinking of the RMS Titanic. Lady Lucy Duff-Gordon 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. This contract gave Lucy 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 not 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 purported agreement by endorsing products sold by Sears Roebuck and Wood sued, and Lucy defended on the grounds that no valid contract existed and therefore since Wood had not made an express promise to do anything, Lucy contended that the agreement was invalid and could not be enforced for lack of consideration
Consideration
Consideration is the central concept in the common law of contracts and is required, in most cases, for a contract to be enforceable. Consideration is the price one pays for another's promise. It can take a number of forms: money, property, a promise, the doing of an act, or even refraining from...
. The trial court
Trial court
A trial court or court of first instance is a court in which trials take place. Such courts are said to have original jurisdiction.- In the United States :...
disagreed with her argument and found for Wood but was reversed by the Appellate division and Wood then appealed to the Court of Appeals of New York, the highest court in the state
U.S. state
A U.S. state is any one of the 50 federated states of the United States of America that share sovereignty with the federal government. Because of this shared sovereignty, an American is a citizen both of the federal entity and of his or her state of domicile. Four states use the official title of...
, which then considered whether an agreement with a promise not expressly stated might still require performance of that promise on account of the context of the agreement.
Judgment
The Court, in an opinion by JudgeJudge
A judge is a person who presides over court proceedings, either alone or as part of a panel of judges. The powers, functions, method of appointment, discipline, and training of judges vary widely across different jurisdictions. The judge is supposed to conduct the trial impartially and in an open...
Benjamin N. Cardozo
Benjamin N. Cardozo
Benjamin Nathan Cardozo was a well-known American lawyer and associate Supreme Court Justice. Cardozo is remembered for his significant influence on the development of American common law in the 20th century, in addition to his modesty, philosophy, and vivid prose style...
, made new law by determining that a promise to exclusively represent the interests of a party constituted sufficient consideration
Consideration
Consideration is the central concept in the common law of contracts and is required, in most cases, for a contract to be enforceable. Consideration is the price one pays for another's promise. It can take a number of forms: money, property, a promise, the doing of an act, or even refraining from...
to require enforcement of an unstated duty to use reasonable efforts based on that promise. Cardozo wrote of the arrangement that "A promise may be lacking, and yet the whole writing may be 'instinct with an obligation,' imperfectly expressed." "The acceptance of the exclusive agency," he found, "was an assumption of its duties." He stated, "the law has outgrown its primitive stage of formalism when the precise word was the sovereign talisman...it takes a broader view today." Based on this reasoning, the Appellate Court was reversed, and the decision of the trial court was reinstated. The case, with a relatively short and concisely written opinion, has become a staple of American
United States
The United States of America is a federal constitutional republic comprising fifty states and a federal district...
and Canadian law school
Law school
A law school is an institution specializing in legal education.- Law degrees :- Canada :...
contracts casebooks, along with several other opinions written by Judge Cardozo.
External links
- Wood v. Lucy, Lady Duff-Gordon 222 N.Y. 88, 118 N.E. 214 (New York 1917); full text of the opinion, with reporter's summary, and the arguments and cases presented by the attorneys for each party.
- ContractsProf Blog: Today in History: Wood v. Lucy, Lady Duff Gordon
- Some interesting facts of the case from Kent Law professor, Richard Warner
- Case Brief for Wood v. Lucy, Lady Duff-Gordon at Lawnix.com