Zilig v. Prentice-Hall, Inc.

Zilig v. Prentice-Hall, Inc.

1983 2nd Circuit Court of Appeals

• Good faith used in publishing industry; maximizing interest of both parties.
• Author wrote a scandalous book about DuPont? and PH agreed to publish at its expense. PH reserved right to set sales & determine adv. & then decided it was too controversial & would not sell it anymore. Not governed by Article 2, b/c it’s not sale of goods, it’s sale of intellectual property.
• R/H: Court can’t imply best efforts when conflicts with existing terms of contract; PH used good faith/best business judgment
• Rationale: stayed true to the party’s intents and their relationship and associated risks.
• Default Rule: Good Faith & reasonable efforts in publishing industry, or publishers won’t agree given the uncertainties in the industry.
• Is this standard only good for the publisher? Not according to the court-finds that the lower court was wrong in “best efforts”; this is good for both, because we want publishers to accept books (and since they lose money on many of the books they publish). This is good for the publishing industry as a whole.

Conclusion

Notes

See Also

References and Further Reading

About the Author/s and Reviewer/s

Author: international


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