Case: Wood v.

Lucy, Lady Duff-Gordon (court of appeals, NY, 1917)

Parties: Plaintiff - Wood

Defendant - Lucy

Procedural History: plaintiff sues. Defendant demurs. On demurrer to NY court of

appeals

Facts: Parties entered into contract. Lucy, Lady Duff "creator of fashion" hires
Wood to help her make $ by placing endorsements of various designs of others.
People pay for this b/c her approval favors sales. Wood had an "exclusive right
for at least 1 year," to place her endorsements (subject to her approval) on
designs of others, place her own designs on sale, or license others to market
them. Lucy to get 1/2 of all profits he may make. Lucy placed endorsements
herself, without plaintiff's knowledge, and withheld profits.

Issue: Is there mutuality to make this contract binding?

Argument: Lucy argues that Wood was not bound to the contract therefore there was
no mutuality.

Holding: Order reversed for plaintiff. There was a binding agreement.

Reasoning: Contract says Wood would have the "exclusive" privilege for at least 1
year. Although not expressly written that Wood must work and make a profit for
Lucy, it is understood that if only he had that privilege, he would reasonably
have to put his best efforts to make Lucy a profit. So, if he made no profits, he
would be in breach of contract. Therefore, there is mutuality & contract is
enforceable.

Wood v. Lucy - there has to be an implied promise that he has to use his best
efforts (good faith) or else the contract would not make sense.