The defendant, Lucy, Lady Duff-Gordon, also known as "Lucile" (her couture label), was a leading fashion designer for high society as well as the stage and early silent cinema, and a survivor of the 1912 sinking of the RMS Titanic.

Lady Duff-Gordon signed a contract with Wood giving him the exclusive right to market garments and other products bearing her endorsement in the United States for one year beginning on April 1, 1915.

Around the same time, Duff-Gordon came up with an idea to market a line of clothing "for the masses", endorsing products sold by Sears Roebuck.

Duff-Gordon argued that no valid contract existed: since Wood had not made an express promise to do anything, the agreement was invalid and could not be enforced for lack of consideration.

"[3] "The acceptance of the exclusive agency", he found, "was an assumption of its duties"[4] and "the law has outgrown its primitive stage of formalism when the precise word was the sovereign talisman...it takes a broader view today.