Specific Performance Flashcards
Specific Performance elements
Plaintiff must show:
1. No adequate remedy at law ($ damages inadequate)
Uniqueness is key
2. Specific performance Decree would be feasible/practical to carry out
Specific performance available, but only in cases where the withheld performance is unique, hard to replace, or (for some other reason) one’s remedy at law is inadequate
Land
Goods
Personal services
– Uniqueness presumed
– Non-uniqueness presumed
– strong presumption against
Loveless v. Diehl
A court of equity should usually award specific performance as a “matter of course” in breach-of-contract cases involving land;
Uniqueness need not be asserted because courts presume uniqueness
“Uniqueness” logic
“Uniqueness” logic seems to be symmetric. If the agreement was a flat purchase for $21k and the buyers repudiated the contract, most jurisdictions would allow Loveless to file suit against the Diehls asking for specific performance, forcing them to buy the property.
UCC § 2-716. Buyer’s Right to Specific Performance or Replevin
Specific performance may be ordered where the goods are unique or in other proper circumstances.
[Most courts have interpreted “other proper circumstances” as situations where conventional damages likely undercompensate]
The . . . decree . . . for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
[Note that a court, when sitting in equity, can also award damages. (This is rarely done in contract law, but is more frequent in corporate).]
The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing . . .
[Traditionally, a property-law doctrine. UCC embraces replevin as a species of Specific Performance.]
Scholl v. Hartzell
In a replevin action under § 2-716, an injured party does not have an “exclusive and immediate right” to property for which he has only paid a deposit because the contract is still executory.
Sedmak v. Charlie’s Chevrolet
The difficulty, impossibility to obtain a good without considerable expense, delay and inconvenience can render the sale of a good subject to specific performance
Sellers of goods can also get Specific Performance
UCC-2-709
If no re-disposition market exists (i.e., if seller can’t re-sell after reasonable effort for a reasonable price, or circumstances suggest that her efforts will be unavailing)
Must be pled and proven
Seller must hold “identified” goods for the buyer to claim
Specific Performance and CISG
More about giving an option to buyer and sellers
Specific Performance and Contracts for Personal Services
Courts will not enact specific performance to make someone do something
Negative Covenants
The employee’s skills are special or unique, AND
The enforcing injunction’s reach is not unreasonably broad in time, space, or subject matter
