Summary of Wood v. Lucy, Lady Duff-Gordon
Court of Appeals of New York, 1917

Facts: The defendant was a fashion guru and she hired the plaintiff agency to have the exclusive right to her endorsements and fashion designs.  The plaintiff was to find business for the defendant and in return, the plaintiff was to receive ½ of all the income.  The defendant placed her endorsements on fabrics without the knowledge of the plaintiff and thereby withheld profits from the plaintiff.

Defendant’s Argument: The contract is not enforceable because it does not require the plaintiff to do anything at all.

Procedure: In the lower court, defendant’s motion for judgment was dismissed. The Appellate Division reversed this ruling.  Now the plaintiff appeals.

Issue: Was the contract between the plaintiff and defendant enforceable?

Holding: Yes

Rationale: Even though the contract does not explicitly states that the plaintiff has to perform some duties, but such can be implied from the contract.  According to the court, “The law has outgrown its primitive stage or formalism when the precise word was the sovereign talisman, and every slip was fatal.  It takes a broader view today.”  The plaintiff was suppose to find business for the defendant and the money generated from such business was to be shared by the parties.  So it can be implied from the contract that the plaintiff was to make reasonable efforts to find potential business for the defendant. Therefore, the contract is enforceable.  Reversed.