Wood v. Lucy, Lady Duff-Gordon
New York Court of Appeals · Decided December 4, 1917 · Core case
Full citation
Wood v. Lucy, 118 N.E. 214 (N.Y. 1917).
Quote pages are pages of 222 N.Y. 88, the official report, so quotes and pinpoints cite it; for 118 N.E. 214, find the page in that reporter.
VerifiedQuotes, pinpoints and citation checked word for word against the opinion; facts checked against the opinion before publication. October 20, 2026.
Otis F. Wood
exclusive agentappellant
Lucy, Lady Duff-Gordon
fashion designerrespondent
Brief
Facts
Lady Duff-Gordon styled herself a creator of fashions. Her favor helped a sale, and manufacturers of dresses, millinery and like articles paid for a certificate of her approval. She employed Wood to help her turn this vogue into money. He was to have the exclusive right, subject always to her approval, to place her indorsements on the designs of others, and the exclusive right to place her own designs on sale or to license others to market them. In return, she was to have one-half of all profits and revenues derived from any contracts he might make. The exclusive right was to last at least one year from April 1, 1915, and thereafter from year to year unless terminated by ninety days' notice. Wood said he kept the contract and that she broke it by placing her indorsement on fabrics, dresses and millinery without his knowledge and withholding the profits. He sued her for damages. The agreement of employment was signed by both parties and had a wealth of recitals, but it did not say in so many words that Wood would use reasonable efforts.
Issue
Did Wood's exclusive-agency agreement with Lady Duff-Gordon contain an implied promise by Wood to use reasonable efforts, so that it was a contract, even though the writing did not state that promise in so many words?
Holding
The writing implied a promise by Wood to use reasonable efforts to place the defendant's indorsements and market her designs, so the agreement was a contract, and the demurrer could not stand.
IRAC
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