Thank You For Submiting Feedback!
There can never be any breach of contract by a party when that party under the contract does not obligate itself to do anything.
Plaintiff and defendant entered into a contract that granted plaintiff the exclusive right to place his indorsement on articles of clothing produced by defendant. The contract further granted the exclusive right to sell or license others to manufacture and sell certain articles created by defendant. Subsequently, plaintiff filed a lawsuit against defendant in which he alleged that defendant broke her contract by placing her indorsements on certain articles of clothing without his consent and for a valuable consideration, thus denying to the plaintiff the exclusive right to place indorsements. Defendant moved for judgment on the pleadings, arguing that the contract was unenforceable for lack of mutuality. The court denied the motion. Defendant appealed.
Was the contract in question unenforceable for lack of mutuality?
The Court reversed the lower court’s decision, holding that there was no mutuality of obligation, and thus the contract was unenforceable against defendant. Plaintiff's promise to collect revenues derived from indorsements was not binding on him unless he placed indorsements, made sales, or granted licenses, and nowhere in the contract did he bind himself to procure the indorsements. Thus, the lack of mutuality in the contract rendered the contract void.