Zilg v. Prentice-Hall, Inc.

In 1972 Gerald Zilg (plaintiff) entered into a satisfaction contract with Prentice-Hall, Inc. (defendant) to print a historical book about the famous DuPont family. The contract provided that Prentice-Hall would publish the book once it accepted a satisfactory manuscript, and the contract left decisions about the initial number of books to print and the advertising budget to Prentice-Hall’s sole discretion. Zilg submitted the book in November 1973, and by March 1974, Prentice-Hall had made decisions about the initial printing and marketing budget. However, before the book was printed, most early assessments from reviewers, such as booksellers and book-club leaders, were quite negative. One reviewer for the Fortune Book Club, which had selected the book, described it as crude and cheap, and indicated that the book should “be fed back to the author page by page.” To make matters worse, Prentice-Hall found mistakes of fact and mischaracterizations in the book that could subject the company to a libel action. Further, the Fortune Book Club withdrew its selection of the book. Prentice-Hall decided to limit the first printing to 10,000 books instead of 15,000 and cut the marketing budget to $5,500 down from $15,000. Zilg sued Prentice-Hall for breach of contract and was awarded $24,250 in damages. The trial court ruled that Prentice-Hall had not honored its good-faith obligation to promote the book fully and had no good reason to reduce the first printing or the advertising budget. Prentice-Hall appealed.