Specific Performance
What is the Specific Performance?
Specific performance is an equitable remedy ordering a breaching party to perform their contractual obligations, available when money damages are inadequate to compensate the non-breaching party.
Source: Curtice Brothers Co. v. Catts, 72 N.J. Eq. 831 (1907)
Definition
Specific performance is an equitable remedy that compels a party to perform their contractual obligations rather than simply paying damages for nonperformance. Because it is an equitable remedy, it is discretionary and available only when the legal remedy of money damages is inadequate to make the non-breaching party whole. The remedy reflects the principle that some contractual obligations involve unique subject matter or circumstances where no amount of money can substitute for actual performance.
Specific performance is most commonly granted in contracts for the sale of real property, because each parcel of land is considered unique and money damages cannot provide a substitute. It is also available for contracts involving unique goods, rare artworks, heirlooms, or other items that cannot be readily obtained on the open market. Under UCC section 2-716, a buyer may obtain specific performance where the goods are unique or 'in other proper circumstances,' which courts have interpreted to include situations where cover is unavailable.
Several equitable defenses may bar specific performance even when the legal remedy is inadequate. The court will deny specific performance if the terms of the contract are too indefinite to enforce, if the plaintiff has unclean hands, if enforcement would cause undue hardship to the defendant disproportionate to the benefit to the plaintiff, or if the contract was procured through sharp dealing or unconscionable conduct. Specific performance is generally not available for personal service contracts because of the Thirteenth Amendment concern about involuntary servitude, though a court may issue a negative injunction preventing the breaching party from working for a competitor.
Key Elements
- 1A valid and enforceable contract exists
- 2The non-breaching party has no adequate remedy at law (money damages are insufficient)
- 3The subject matter is unique or irreplaceable (e.g., real property, unique goods)
- 4The contract terms are sufficiently definite for a court to enforce
- 5No equitable defenses bar relief (unclean hands, laches, undue hardship)
- 6The court can feasibly supervise performance
Landmark Cases
Curtice Brothers Co. v. Catts
72 N.J. Eq. 831 (1907)
Granted specific performance for a contract to sell tomatoes to a cannery, finding that the unique timing and supply needs made money damages inadequate.
Van Wagner Advertising Corp. v. S & M Enterprises
67 N.Y.2d 186 (1986)
Denied specific performance for a billboard lease, holding that while the location was unique, money damages were calculable and therefore adequate.
Laclede Gas Co. v. Amoco Oil Co.
522 F.2d 33 (8th Cir. 1975)
Granted specific performance for a long-term propane supply contract, finding that the buyer could not easily obtain a comparable long-term supply on the open market.
Lumley v. Wagner
1 De G.M. & G. 604 (1852)
While denying specific performance of a personal service contract, the court issued a negative injunction preventing an opera singer from performing for a competitor.
Exam Tips
- Always analyze whether money damages are adequate first—specific performance is available only when they are not.
- Real property contracts almost always qualify for specific performance because land is unique; for goods, check if they are truly unique or if cover is available.
- Remember that personal service contracts generally cannot be specifically enforced, but a negative injunction may be available.
- Address equitable defenses: unclean hands, laches, undue hardship, and indefiniteness can all defeat a specific performance claim.
Common Mistakes to Avoid
- Seeking specific performance for ordinary goods that are readily available on the market—cover is usually an adequate remedy.
- Forgetting that specific performance is an equitable remedy subject to equitable defenses like unclean hands and laches.
- Attempting to specifically enforce personal service contracts—courts will not compel someone to work, though they may issue a negative injunction.
Memory Aid
Specific performance = 'Money won't cut it.' Think: Unique land, unique goods, no adequate substitute. Equity steps in when law falls short.