Wood v. Lucy, Lady Duff-Gordon

222 N.Y. 88, 118 N.E. 214 (1917)

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Nature of the Case

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Facts

Lucy (D) gave Wood (P) an exclusive right to endorse designs with her name and to market and license all of her designs. The contract required that they evenly split all profits from P's sales. The exclusive right was to last at least for one year and was renewable on a year-to-year basis and terminable with 90-day notice. The contract stated that P had an organization capable of performing, but there was no express clause that P would perform. D placed endorsements on clothes without P's knowledge and in violation of the contract. P sued D. The trial court denied D's motion for a judgment on the pleadings. The intermediate appellate court reversed that ruling; the contract lacked mutuality as P never promised to do anything. P appealed the dismissal of the complaint. D claimed that the agreement lacked the elements of a contract; P was not bound to do anything.