3. Specific Performance

Question 1

What is specific performance?

Answer 1

an order requiring to party to perform under a contract

Question 2

Five Requirements of Specific Performance

Answer 2

1. Valid, enforceable contract-terms must be definite and certain;
2. plaintiff’s performance or readiness to perform-Plaintiff must have satisfied their contractual obligations or be willing to do so.
3. Inadequate legal remedy-Damages must be insufficient
4. Mutuality of Remedy-parties must be able to enforce the agreement.
5. Feasibility of Enforcement-the court must be able to supervise compliance.

Question 3

Defenses to Specific Performance

Answer 3

1. Laches (unreasonable delay causing prejudice)
2. Unclean Hands (plaintiff’s misconduct)
3. Impossibility (performance is no longer feasible)
4. Hardship (would impose extreme hardship on the defendant)
5. Defenses to Contract Formation (e.g., mistake, fraud, duress, lack of capacity, or unconscionability)

Question 4

Land-Sale Contract

Answer 4

Specific Performance is generally permissible, may include price abatement; seller can’t convey more rights than he has; must satisfy statute of frauds.

Question 5

Equitable Conversion

Answer 5

equitable lien secures payment;

casualty risk of loss on buyer if seller not at fault & K conditions satisfied;

can’t compel payment for ins maintained by other pty;

dead seller prop held in trust for buyer;

no equitable int in option until exercised.

Question 6

Non-Compete

Answer 6

Specific Performance is ok if:

(1) restrictions are reasonable in time;
(2) geographic area; and
(3) scope of prohibited activity.

Court can modify.

Question 7

Relationship

Answer 7

employee regularly solicited customers, made sales,
perf manager duties, or perf duties of key prof’l; distr’r & manuf’r;
lessor & lessee; p’ship & ptner; franchise; seller & buyer of business.

Question 8

Time

Answer 8

employee – during term & 2 yrs after presumed reas; seller of business – presumed reas if no more than longer of 5 yrs or period of payments;

other – 3 yrs after presumed areas.

Area: where employer does business during relationship and total area reasonable or list of specific competitors prohibited.

Question 9

Scope

Answer 9

type of business; solicitation of business from customers w/
mat contacts; non-disclosure of conf’l info.