Woods & Bemis v. Young was a case heard before the United States Supreme Court in 1807. The dispute concerned an agreement between Woods and Bemis, two merchants from Massachusetts, and William Young of Rhode Island to purchase goods for resale at a profit. When the goods were not delivered as agreed upon, Woods & Bemis sued Young for breach of contract. The Supreme Court held that there had been no breach because the parties had never reached an agreement on all essential terms necessary to form a valid contract; therefore, they could not be held liable for damages due to non-performance of any such alleged contract. This decision established that contracts must contain all essential elements in order for them to be legally binding and enforceable by law.

In Woods & Bemis v. Young, the Supreme Court was asked to decide whether a state court had jurisdiction over a case involving citizens of different states. The majority opinion held that the state court did not have jurisdiction and that it should be decided in federal courts instead. However, Justice Samuel Chase dissented from this opinion, arguing that the Constitution does not explicitly grant exclusive authority to federal courts in such cases and thus there is no reason why a state court cannot hear them as well. He further argued that if Congress has granted exclusive power to federal courts then they must make it clear through legislation or other means so as not to infringe on states' rights under the 10th Amendment of the Constitution which reserves all powers for either Congress or individual states unless specifically delegated by law.