Citation. 222 N.Y. 88, 118 N.E. 214 (1917)
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Defendant Lucy, Lady Duff-Gordon, entered into a contract with Plaintiff Wood. The contract gave Plaintiff the exclusive right to use Defendant’s endorsement and to sell and license Defendant’s designs.
Synopsis of Rule of Law.
An obligation to make reasonable efforts may be implied.
Facts.
Defendant, a “creator of fashions,” entered into a contract with Plaintiff. According to the agreement, Plaintiff was given the exclusive right to sell or license the sale of Defendant’s designs and to place her endorsements on items designed by others that she approved. Defendant would receive one half of the profits and revenues under the contract. Without Plaintiff’s knowledge, Defendant placed her endorsement on various products including fabrics, dresses and millinery.
Issue.
Is an obligation to make reasonable efforts implied?
Held.
Yes. The Court implies an obligation to make reasonable efforts. The Court finds that without an implication to make reasonable efforts, the contract would be worthless to Defendant. Further, the Court seems to question why such a contract would ever be entered into without some expectation that reasonable efforts would be made. Without an obligation to make reasonable efforts to bring in profits and revenues, the contract would be without value.
Discussion.
In the present case, the Court implied an obligation to make reasonable efforts to give value to the contract.
