Wood v. Lucy: The Overlap between Interpretation and Gap-Filling to Achieve Minimum Decencies
Nicholas R. Weiskopf
St. John's University - School of Law
April 2, 2008
St. John's Legal Studies Research Paper No. 08-0127
This piece was prepared in connection with a Fall Law School Symposium marking the 90th anniversary of Judge Cardozo's famous New York Court of Appeals decision in Wood v. Lucy 222 N.Y. 88, 118 N.E. 214 (1917). It deals with tensions in the case law as to whether the implied covenant of good faith and fair dealing may permissibly create contractual duties wholly independent of any actually agreed to by the parties, whether on a theory of presumed intent or what in actuality is judicially legislated construction designed to preserve minimum decencies. Wood, with its finding of a reasonable efforts requirement to be imposed on one with a marketing exclusive, is described as an early example of the latter approach, and contrasted to decisions which, to this day, insist that good faith can only be used to prevent abuse of actual terms of agreement.
Number of Pages in PDF File: 16
Date posted: April 2, 2008