Specific Performance of Contracts

Specific Performance of Contracts

—plaintiff must show: (1) valid contract exists; (2) plaintiff is ready, willing, and able to perform; and (3) balance of equities favors specific performance

Valid contract

—plaintiff must prove existence of valid, enforceable contract

Ready, willing, and able to perform

—plaintiff must show he has performed all his obligations under contract so far

Inadequacy of legal remedy - Liquidated-damages clause

—does not necessarily preclude specific performance unless contract says that liquidated damages are sole remedy

Inadequacy of legal remedy - Partial inadequacy

—plaintiff may seek both specific performance and damages

Feasibility of enforcement

—court will not award specific performance if enforcement would impose burdens on court (e.g., prolonged supervision) that are disproportionate to advantages gained from specific performance and harm suffered from denying it

Land-sale contract

1. Buyer—land is unique, so buyer can force seller to transfer property under contract terms

2. Seller—can compel buyer to purchase property

Contract for sale of unique or unavailable goods

1. Generally—specific performance is not granted

2. Exceptions—specific performance may be granted if goods are unique or if buyer is unable to purchase substitute goods from another seller

Contract for sale of stock

—specific performance is not available unless stock is not readily purchasable on market or its pecuniary value is not easily ascertainable

Promise to render (or to employ someone who renders) personal services

—generally no specific performance

Contract to make will

—DE courts will enforce (even if oral) via constructive trust when (1) agreement is certain and definite in its terms, (2) agreement is established by clear and convincing evidence, and (3) enforcing party performed under agreement