Wood v. Lucy, Lady Duff-Gordon (1917)

Procedural History

–          Court of appeals in NY.

–          Trial court dismissed Wood’s complaint.

–          Reversed in appellate court and awarded appropriate damages.


–          Plaintiff had exclusive rights, pending her approval, to place endorsements on the designs of others.

  • In return for her help, the plaintiff (Wood) was to pay her one half of all revenues and profits from any contract he might make.
  • The exclusive right was to last one year, unless given 90 days of notice wherein it could be severed.
  • Plaintiff claims that she placed her endorsements on fabrics, dresses and millinery without his knowledge and with held profits….He is suing for his damages.
  • Defendant states it lacks the elements of a contract.
    • He doesn’t explicitly state that he will market her products, but that promise is to be implied.
      • Law has strayed away from strict formalism and has taken the recent approaches of using a broader view.


–          Based upon the facts of the case, lacking an official promise of working together (exclusively) was there an implied contract at bar?


–          Yes.


–          A promise may be lacking, and yet the whole writing may be “instinct with an obligation,” imperfectly expressed. If so there is an “implied contract”.


–          She was to have no right to place her endorsements with anyone else.

–          D had exclusive rights to her designs.

–          The acceptance of the exclusive agency was an endorsement of her designs.

–          Her sole compensation for the grant for exclusive rights was riding on the fact that she would get ½ of the profits….

  • It is therefore implied that he will be “working” for her and marketing her “stuff” because without him doing so, they are both out of making money.

–          Not in good faith as well…


–          Appellate decision reversed. Supreme Court now in favor of plaintiff (Wood).


–          Lucy got a better deal from another distributor…..and wanted out of woods contract.

–          He would make “reasonable efforts” to market her designs….related to good faith…over arching duties that parties need to comply with.

–          The contract is instinct with obligation.

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