美国合同法案例Wood v. Lucy, Lady Duff-Gordon
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Wood v. Lucy, Lady Duff-Gordon
222 N.Y. 88, 118 N.E. 214 (1917).
Facts
• The plaintiff, Otis F. Wood, was a top New York advertising agent whose clients included major commercial clients as well as celebrities.
The implication of such a promise can find supports in many circumstances.
• 1. The acceptance of the exclusive agency meant that Wood had accepted the duties of that agency. • 2. The P’s business organization will be used for the purpose for which it is adapted. • 3. Because Lady Duff-Gordon’s sole compensation was a split of the profits, there would be no efficacy功效, 效力to the transaction unless there was an implied promise to use best efforts. • 4. The P’s promise to give one-half of the profits and revenues resulting from the exclusive agency and to render accounts monthly was a promise to use reasonable efforts to bring profits and revenues in to existence.
Holding and Rule (Cardozo)
• Yes
Reasons
• The law has outgrown革除或放弃 its primitive stage of formality when the precise word was the sovereign talisman法宝 . It takes a broader view today.
Facts
• The trial court denied Lady DuffGordon’s motion for a judgment on the pleadings and found for Wood. • The intermediate appellate court reversed the trial court’s judgement on the grounds that the contract lacked mutuality because Wood never expressly promised to do anything. • Wood then appealed to the Court of Appeals of New York.
Facts
• The plaintiff insisted that the defendant placed endorsements on clothes without his knowledge and in violation of the contract.
Facts
• The defendant defended on the grounds that no valid contract existed and therefore since the P had not made an express promise to do anything, the D contended that the agreement was invalid and could not be enforced for lack of consideration.
Facts
• Lady 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. (and thereafter from year to year unless terminated by notice of 90 days)This contract gave Lucy Duff Gordon half of all revenues thus derived.
Disposition
• The judge of the Allelliate Division be reversed.
Conclusion
• This case is an example of the court imposing a duty of good faith on a party to perform an implied promise. Cardozo dispensed with formalism to enforce a promise that was implied when viewed in the context of numerous aspects of the agreement. An implied promise is sufficient to constitute consideration.
D
the exclusive right half of all revenues
P
Facts
• 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.
• Although the P did not promise in words that he will place the D’s endorsement and market the D’s products, his promise actually can be implied from his using reasonable efforts to do so.
FactsBiblioteka Baidu
• The defendant,
• Lucy, Lady Duff-Gordon, styled herself as “the creator of fashion”, was a leading designer of fashions for high society.(her couture服装设计label known as "Lucile", was a leading designer of fashions for high society as well as the stage and early silent cinema无声电影, and was a survivor of the 1912 sinking of the RMS Titanic. ) The things which she designed, or other things like fabrics, parasols were of high value in the public’s mind when issued in her name.
Issues
• 1) May a promise to use reasonable efforts be implied from the entire circumstances of a contract?
• 2) Can an implied promise to use best efforts be considered valuable consideration? • 3) Can the duty of good faith compensate for vagueness in an agreement to avoid invalidation of a contract clearly intended by the parties?
• A promise maybe lacking, and yet the whole writing may be “instinct with an obligation,” imperfectly expressed.
Reasons
• The court held that it was clear from the terms and recitals and duties under the contract that both parties intended to do what was reasonably necessary to make it a success so that would be profits to divide.
222 N.Y. 88, 118 N.E. 214 (1917).
Facts
• The plaintiff, Otis F. Wood, was a top New York advertising agent whose clients included major commercial clients as well as celebrities.
The implication of such a promise can find supports in many circumstances.
• 1. The acceptance of the exclusive agency meant that Wood had accepted the duties of that agency. • 2. The P’s business organization will be used for the purpose for which it is adapted. • 3. Because Lady Duff-Gordon’s sole compensation was a split of the profits, there would be no efficacy功效, 效力to the transaction unless there was an implied promise to use best efforts. • 4. The P’s promise to give one-half of the profits and revenues resulting from the exclusive agency and to render accounts monthly was a promise to use reasonable efforts to bring profits and revenues in to existence.
Holding and Rule (Cardozo)
• Yes
Reasons
• The law has outgrown革除或放弃 its primitive stage of formality when the precise word was the sovereign talisman法宝 . It takes a broader view today.
Facts
• The trial court denied Lady DuffGordon’s motion for a judgment on the pleadings and found for Wood. • The intermediate appellate court reversed the trial court’s judgement on the grounds that the contract lacked mutuality because Wood never expressly promised to do anything. • Wood then appealed to the Court of Appeals of New York.
Facts
• The plaintiff insisted that the defendant placed endorsements on clothes without his knowledge and in violation of the contract.
Facts
• The defendant defended on the grounds that no valid contract existed and therefore since the P had not made an express promise to do anything, the D contended that the agreement was invalid and could not be enforced for lack of consideration.
Facts
• Lady 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. (and thereafter from year to year unless terminated by notice of 90 days)This contract gave Lucy Duff Gordon half of all revenues thus derived.
Disposition
• The judge of the Allelliate Division be reversed.
Conclusion
• This case is an example of the court imposing a duty of good faith on a party to perform an implied promise. Cardozo dispensed with formalism to enforce a promise that was implied when viewed in the context of numerous aspects of the agreement. An implied promise is sufficient to constitute consideration.
D
the exclusive right half of all revenues
P
Facts
• 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.
• Although the P did not promise in words that he will place the D’s endorsement and market the D’s products, his promise actually can be implied from his using reasonable efforts to do so.
FactsBiblioteka Baidu
• The defendant,
• Lucy, Lady Duff-Gordon, styled herself as “the creator of fashion”, was a leading designer of fashions for high society.(her couture服装设计label known as "Lucile", was a leading designer of fashions for high society as well as the stage and early silent cinema无声电影, and was a survivor of the 1912 sinking of the RMS Titanic. ) The things which she designed, or other things like fabrics, parasols were of high value in the public’s mind when issued in her name.
Issues
• 1) May a promise to use reasonable efforts be implied from the entire circumstances of a contract?
• 2) Can an implied promise to use best efforts be considered valuable consideration? • 3) Can the duty of good faith compensate for vagueness in an agreement to avoid invalidation of a contract clearly intended by the parties?
• A promise maybe lacking, and yet the whole writing may be “instinct with an obligation,” imperfectly expressed.
Reasons
• The court held that it was clear from the terms and recitals and duties under the contract that both parties intended to do what was reasonably necessary to make it a success so that would be profits to divide.