Wood v. Lucy, Lady Duff-Gordon
- D was a fashion designer and hired P to basically be her agent, i.e. market her products, place endorsements on the designs of others, place her designs on sale.
- P had the exclusive right to these privileges.
- In return, P would receive 50% of all profits and revenues derived from the contracts he made.
- The exclusive right was to last for a year and could be renewed yearly.
- P says he kept contract, but D broke it by endorsing products without his knowledge and withholding the profits.
- P won in lower court.
- Reversed on appeal.
- Reversed again, found for P.
- Is a contract still valid if one party's detriment is implied, but is not an explicit element of the contract?
- A contract is still valid if one party's detriment is implied even if it is not an explicit element of the contract. (Good faith)
- The promise that the D market the designs of the P was implied through the business relationship.
- Neither the P nor the D would make any profits unless the D marketed the products of the P.
- Without the implied promise, the transaction would not have made sense.
- The P's promise to pay the D half of the profits resulting from his marketing was a promise to use reasonable efforts to bring these profits into existence.
- "The law has outgrown its primitive state of formalism when the precise word was the sovereign talisman, and every slip was fatal."
- There was an implied promise on the part of the P to use reasonable efforts to market the D's designs and endorsements.