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Reading Wood V. Lucy, Lady Duff-Gordon with Help from the Kewpie Dolls

51 Pages Posted: 16 Dec 2005  

Victor P. Goldberg

Columbia Law School

Date Written: December 2005


In Wood v. Lucy, Lady Duff-Gordon, Cardozo found consideration in an apparently illusory contract by implying a reasonable effort obligation. Unbeknownst to Cardozo, Wood had agreed to represent Rose O'Neill, the inventory of the kewpie doll in an earlier exclusive contract. Wood sued O'Neill two months prior to entering into the Lucy arrangement. That contract included an explicit best efforts clause. The failure to include such a clause in this contract was, quite likely, deliberate, suggesting that Wood was trying to avoid making a binding commitment to Lucy. The paper examines both the kewpie doll and Lucy contract in some detail. It then goes on to argue that the decision's role in finding consideration is probably minimal - it would be easy enough for the parties to provide an alternative source of consideration if they desired. The mischief of the opinion is its impact on contract interpretation. The UCC and some common law courts have taken to imposing a vague effort standard on promisors, even if there exists an explicit source of consideration.

Suggested Citation

Goldberg, Victor P., Reading Wood V. Lucy, Lady Duff-Gordon with Help from the Kewpie Dolls (December 2005). Columbia Law and Economics Working Paper No. 288. Available at SSRN: or

Victor Goldberg (Contact Author)

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