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promised, in writing, to pay Blanche $2,500 per year for the duration of his life “in consideration of all that is herein set forth.” Blanche and the Count were married, and Blanche’s father made the annual payments for ten years. Blanche then assigned her right under the contract and, when her father refused to pay the assignee, the assignee brought an action on the contract. In Judge Cardozo’s words, the question was “whether there is any consideration of the promised annuity.”
The Court of Appeals held that the contract was supported by adequate consideration. But Judge Cardozo’s focus was on reliance, not consideration: “The defendant knew that a man and a woman were assuming the responsibilities of wedlock in the belief that adequate provision had been made for the woman and for future offspring. He offered this inducement to both while they were free to retract or delay. That they neither retracted nor delayed is certain.... It is enough that the natural consequence of the defendant’s promise was to induce them to put the thought of rescission or delay aside.”221 N.Y at 437. In De Cicco, as in Harner v. Sidway before it, the Court of Appeals recognized - well before the legal community generally - the importance of detrimental reliance as a foundation for contract enforcement. It should be no surprise, then, that both cases are prominently featured in most introductory Contracts courses.   Judge Frederick F. Crane wrote the concurring opinion in De Cicco v. Schweizer.
COURT OF APPEALS COLLECTION |
3. Interpreting Contract Language to Avoid Putting One Party at the Other’s Mercy
When parties enter into a contract, they rarely foresee every circumstance that might arise during the course of performance. How should a court deal with problems not expressly dealt with in the contract? In two of the most significant contract cases - Wood v. Lucy, Lady Duff-Gordon, 222 N.Y 88 (1917), and Jacob & Youngs v. Kent, 230 N.Y 239 (1921) - the Court of Appeals looked beyond the language of the contract to reach results that appeared more in line with the parties’ intentions. In each case, the court’s opinion broke significant new ground. Lucy, Lady Duff-Gordon, a fashion designer, gave Wood an exclusive right to market her designs and her endorsements of the designs of others. In return, Wood was to give her one-half of all profits and revenues derived from contracts he might make. Wood brought an action alleging that Lady Duff-Gordon breached the contract by endorsing dresses, fabrics, and millinery without his knowledge, and without sharing the profits. Wood alleged that this behavior violated the exclusive right provision in the contract. Lady Duff-Gordon sought judgment on the pleadings, contending that the contract was invalid for lack of consideration because Wood was not, in her view, obligated to do anything under the contract. Supreme Court denied her motion, but the Appellate Division reversed, and Wood appealed. The Court of Appeals reversed, concluding that the circumstances surrounding the agreement justified the conclusion that Wood had bound himself to use reasonable efforts to market Lady Duff-Gordon’s designs. In Judge Cardozo’s famous words: “The law has outgrown its primitive stage of lbrmalism when the precise word was the sovereign talisman, and every slip was fatal. It takes a broader view to-day. A promise may be lacking, and yet the whole writing may be ‘instinct with an obligation,’ imperfectly expressed. If that is so, there is a contract.”222 N.Y at 91 (citation omitted). Judge Cardozo went on to emphasize that the contract imposed on Wood a duty to account monthly for all moneys received, and to take out all patents and copyrights and trademarks necessary to protect Lady Duff-Gordon’s creations. Cardozo observed, that the agreement would not have had the business efficacy the parties obviously intended if the agreement were interpreted to impose no obligations on Wood. Hence, the court implied a promise on his part to |
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