American Contract Law for a Global Age, 2017a

pickup will likely fit a larger range of contracts. Parties who want delivery can change
the default rule by specifying delivery to the buyer. Thus, when a consumer buys
goods online, the contract usually includes an express promise that the seller will
deliver, either for free or for an additional charge.
These default terms are sometimes developed by courts as part of the common
law, but are often set by statutes and treaties like the UCC and the CISG. Realize,
however that there are a host of state and federal statutes that also create obligations
the parties did not expressly intend.
Terms Implied by Law as Public Policy. While most implied terms are rooted
in the parties’ presumed intent, some terms are implied in law for public policy
reasons. That is, they are terms that courts or statutes put into the parties’ contract
not to carry out their actual wishes in their own deal, but to enforce some overarching
policy, such as ensuring contractual fairness or preventing overreaching. Such terms
are imposed even when it is clear that none of the parties had any intention of
including them in the contract. Again, many of these implied terms are statutory (and
there are many such statutory examples in UCC Article 2), but others developed from
case law. Lawyers in practice understand that these kind special rules are out there
and tend to learn them in areas that impact their clients.
_____________________
Cases and Materials
WOOD v. LUCY, LADY DUFF-GORDON
Court of Appeals of New York
222 N.Y. 88, 118 N.E. 214 (1917)
CARDOZO, J.
The defendant styles herself “a creator of fashions.” Her favor helps a sale.
Manufacturers of dresses, millinery and like articles are glad to pay for a certificate
of her approval. The things which she designs, fabrics, parasols and what not, have a
new value in the public mind when issued in her name. She employed the plaintiff to
help her to turn this vogue into money. He was to have the exclusive right, subject
always to her approval, to place her endorsements on the designs of others. He was
also to have the exclusive right to place her own designs on sale, or to license others
to market them. In return, she was to have one-half of “all profits and revenues”
derived from any contracts he might make. The exclusive right was to last at least
one year from April 1, 1915, and thereafter from year to year unless terminated by
______________________________________________________________________________
UNIT 20: IMPLIED TERMS 401