Shifted the focus to non-monetary relief, specifically specific performance.
Oliver v. Ball: Specific performance involves surrendering the unique item itself because it cannot be duplicated.
Specific performance is granted if:
Plaintiff is clearly entitled to such relief.
There is no adequate remedy at law.
The court believes justice requires the decree.
Specific performance is often available for a seller's breach of a land sale contract because land is unique.
Damages are insufficient as no two parcels are identical.
Buyers do not have to prove the lack of an adequate remedy at law in realty agreements breached by the seller.
Reed Foundation v. FDR for Freedom's Park: Specific performance is suitable if money damages cannot adequately meet the injured party's expectations, especially when the contract's subject matter is unique and lacks an established market value.
Specific performance is appropriate in breach of contract cases when the uniqueness of the matter makes calculating money damages too difficult or uncertain.
The court noted that New York courts have previously granted specific performance in situations involving unique projects and momentous events where valuation is clearly uncertain
There were agreed-upon remedies provision indicating money damages would not suffice and specific relief was necessary.
CMA CGM v. Waterfront Container Leasing
Deals with specific performance under the UCC.
UCC 2-716: Buyer's right to specific performance or replevin.
(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) A decree for specific performance may include terms and conditions as to payment of price, damages, or other relief the court deems just.
Case Details:
Waterfront leased 7,271 shipping containers to CMA for five years.
CMA had the option to purchase all containers at the end of the lease at a set price.
Purchase option granted if the equipment remained continuously under lease for a minimum of five years.
The sale had to be for all units under lease at the conclusion of the agreed lease period.
Purchase price varied between 750 and 1300 depending on the shipping container size.
CMA sent Waterfront a notice on January 30 to exercise its purchase option.
Waterfront refused in May, demanding the return of all containers.
CMA began returning containers in July, three months before filing a lawsuit.
At the time of the lawsuit, approximately half of the containers had been returned.
CMA sought specific performance, requesting the right to keep the remaining containers by paying the buyout fee.
Court's Analysis:
The court referenced UCC 2-716, stating that specific performance may be decreed where the goods are unique or in other proper circumstances.
CMA did not argue that the shipping containers were unique, acknowledging they are fungible.
CMA argued for specific relief under the "other proper circumstances" clause of UCC 2-716.
CMA contended it would be wasteful to ship back the 3,000+ containers only to purchase others and seek damages from Waterfront.
The court agreed, noting that specific performance would prevent the unnecessary global shipping of containers.
The court noted the weakness that CMA couldn’t point to another case where the court has awarded specific performance based on similar factual circumstances
Waterfront argued against specific performance, stating CMA could cover its damages by obtaining replacement containers.
Waterfront asserted CMA could obtain replacement containers and then seek damages from Waterfront (the difference between the purchase price and the covered containers).
The court rejected Waterfront's argument.
The official comments to section 2-716 do not limit "other proper circumstances" to situations where a buyer cannot cover.
The inability to cover is strong evidence for proper circumstances, but the ability to cover does not automatically disqualify a party from specific performance.
The court noted that replacement would require additional wasteful movements of containers and specific performance would hasten resolution of the litigation.
Court highlights that forcing CMA to ship the containers back to Waterfront, buy new ones from a third party, and then sue Waterfront for damages is inefficient.
Court's Conclusion:
The court found that the circumstances warranted specific performance, despite the goods not being unique, because it was the most efficient solution.
It shows that the court has leeway in determining what proper circumstances are.
The court determined that justice required specific enforcement of the agreement.
CMA can keep the containers it has and does not need to seek cover.