Duff-Gordon was a celebrity who attached her name to products to help them sell in return for payment. She employed Wood to help her do her business, and gave him exclusive right to license out her name in exchange for 50% of the profits he earned. Right after the contract was signed, she went out on her own and did her own dealings and did not pay Wood. Wood was successful at the initial trial, but this was overturned by the lower appellate court.
- Is there an enforceable contract even when there is no express promise by one of the parties?
Duff-Gordon claimed that there was no corresponding request to her promise – she did not request anything from Wood, thus there was no consideration. Wood did not bind himself to anything, and therefore there was no contract. However, Cardozo, writing for the majority, said that it goes without saying that anyone who contracts to do this type of thing will do his or her best. Wood's promise to render accounts and to give Duff-Gordon 50% of the profits inherently implied that he would use reasonable effort to implement the agreement.
- For a term to be implied in a contract it has to be very obvious.
- A promise may be lacking, and yet there might be "instinct with an obligation" imperfectly expressed.
- The common law of contracts has extended beyond formalism.