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Full-Text Articles in Law
Reading Wood V. Lucy, Lady Duff-Gordon With Help From The Kewpie Dolls, Victor P. Goldberg
Reading Wood V. Lucy, Lady Duff-Gordon With Help From The Kewpie Dolls, Victor P. Goldberg
Faculty Scholarship
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 …
Risk Management In Long-Term Contracts, Victor P. Goldberg
Risk Management In Long-Term Contracts, Victor P. Goldberg
Faculty Scholarship
Long-term contracts are designed to manage risk. After a brief discussion of why it is unhelpful to invoke risk aversion for analyzing serious commercial transactions between sophisticated entities, this paper focuses on adaptation to changed circumstances. In particular, it considers the options to abandon and the discretion to change quantity. It then analyzes a poorly designed contract between Alcoa and Essex showing how the parties misframed their problem and designed a long-term contract that was doomed to fail.