Clark v. Marsiglia
Citation: 1 Denio 317 (N.Y. 1845)
Facts
Marsiglia hired Clark to restore and clean paintings for $200 total. After Clark had partly performed, Marsiglia told him to stop work. Clark continued working anyway and completed the job, then sued for the full contract price.
Issue
Can a plaintiff who has received notice to stop work continue to perform and then collect the full contract price?
Holding
No. A party ordered to cease performance must stop work. Continuing to perform after receiving a stop-work order is unreasonable and aggravates damages. The plaintiff can recover for work done before the order plus anticipated profits, but not for the full contract price of work done in willful defiance of the stop-work order.
Rule
Duty to mitigate / stop work orders: A non-breaching party has a duty to mitigate damages. When an employer orders a contractor to stop work, the contractor must stop; continuing to perform is unreasonable and constitutes failure to mitigate. The contractor may recover: (1) for work done before the stop-work order, and (2) for lost profits on the unperformed portion — but not by completing the project in defiance of the breach.
Significance
- Classic case on the duty to mitigate and stop-work orders
- Distinguished: if the plaintiff had a legitimate interest in completing performance (e.g., salvage value, reputational interest), courts may allow completion (Rockingham County v. Luten Bridge Co. — but even there, stopping is generally required)
- UCC § 2-704: seller may stop manufacture and recover damages, or complete manufacture and resell, if commercially reasonable — the UCC gives more flexibility than common law
- The modern rule: reasonable efforts to mitigate are required; whether to complete performance depends on what is commercially reasonable