Wood v. Lucy: The Overlap between Interpretation and Gap-Filling to Achieve Minimum Decencies

16 Pages Posted: 2 Apr 2008  

Nicholas R. Weiskopf

St. John's University - School of Law

Date Written: April 2, 2008

Abstract

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.

Suggested Citation

Weiskopf, Nicholas R., Wood v. Lucy: The Overlap between Interpretation and Gap-Filling to Achieve Minimum Decencies (April 2, 2008). St. John's Legal Studies Research Paper No. 08-0127. Available at SSRN: https://ssrn.com/abstract=1115843 or http://dx.doi.org/10.2139/ssrn.1115843

Nicholas R. Weiskopf (Contact Author)

St. John's University - School of Law ( email )

8000 Utopia Parkway
Jamaica, NY 11439
United States

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