Specific Performance
Rule
Specific performance is an equitable remedy that orders a party to perform its contractual obligations as promised. It is available only when monetary damages are inadequate — typically because the subject matter is unique or the plaintiff cannot obtain a reasonable substitute.
Elements
- Valid, enforceable contract
- Plaintiff has performed or is ready, willing, and able to perform
- Breach or threatened breach by defendant
- Remedy at law (money damages) is inadequate:
- Subject matter is unique (land is always presumptively unique)
- Plaintiff cannot cover in the market
- Damages are difficult to calculate with reasonable certainty
- No applicable defense (unfairness, lack of mutuality, indefiniteness, impracticability)
Exceptions
- Personal services: Courts will not affirmatively order personal performance (involuntary servitude concerns), but may enjoin the breaching party from performing for competitors
- Defenses to equity: Unclean hands, lack of mutuality of performance, indefiniteness of terms, and difficulty of supervision bar specific performance
- UCC § 2-716: Buyer may obtain specific performance where goods are unique or in other proper circumstances (e.g., inability to cover financially due to seller’s breach — Stephan’s Machine)
Policy
Specific performance is traditionally the exceptional remedy; damages are the rule. The preference for damages reflects judicial reluctance to supervise ongoing performance and concern for personal liberty. Land is unique as a matter of law because no two parcels are identical. Expansion of specific performance under the UCC recognizes that some goods have no adequate market substitute.
Key Cases
- Laclede Gas Co. v. Amoco Oil — long-term gas supply contract for residential development warranted specific performance where no similar alternative long-term contracts were available
- Kitchen v. Herring — land sales: specific performance is prima facie appropriate because land is inherently unique