Key Takeaways

  • A suit for specific performance is a legal action requesting the court to compel a party to fulfill its contractual obligations rather than simply paying damages.
  • Courts typically order specific performance when monetary compensation is inadequate, especially in cases involving unique assets like real estate, rare goods, or custom-made items.
  • Plaintiffs must approach the court with “clean hands,” meaning they must have acted fairly and in good faith.
  • The legal process includes specific steps such as filing the complaint, proving the absence of adequate legal remedies, and demonstrating that the contract terms are definite and enforceable.
  • Defenses against specific performance can include impossibility of performance, hardship, mistake, fraud, or lack of mutuality.

The format of suit for specific performance of a contract is a particular performance where it goes to court to seek a remedy instead of money. For this to happen, a defendant has to go through with a particular action they promised to do instead of only paying money for not keeping up their end of the promise. The law refers to specific performance as an equitable remedy.

What Is Specific Performance?

In the case that the legal remedy will put the party who's injured in the position they would've enjoyed if the contract was performed fully, the court will use that option instead. The most common reason the court would grant specific performance to someone is that the contract's subject is different and unique, as compared to not just being a matter of money or if it's unclear the amount of damage that was done. By forcing each party to perform what they originally agreed to, justice is achieved instead of giving out damages for a breach of contract.

When the contract is regarding the sale of a property that's unique, money damages alone might not remedy the purchaser's situation. As an example, Rina makes an offer to purchase Beth's house and Beth accepts it but decides after the fact to keep her property. Real estate is a special situation, so the rules are slightly different. There is no other house or property that's exactly like Beth's, so Rina might be able to get specific performance on her contract, meaning Beth is forced to complete the sale.

Elements Required for a Suit for Specific Performance

To succeed in a suit for specific performance, several key legal elements must be proven:

  • Valid Contract: The underlying contract must be valid, enforceable, and clearly define the obligations of both parties.
  • Plaintiff’s Performance or Willingness: The plaintiff must have performed or be ready and willing to perform their contractual duties.
  • Lack of Adequate Legal Remedy: Monetary damages must be insufficient to compensate for the breach.
  • Definiteness of Terms: The contract terms must be clear and specific enough for the court to enforce.
  • Fairness and Feasibility: The enforcement must not impose undue hardship on the defendant or require ongoing court supervision.

When Is Specific Performance Ordered?

In some circumstances, a party might file a suit for a particular performance, such as a court's decree that directs the defendant to complete the promise they made. Courts will only enforce certain performances if the contract was equitable and fair to begin with. Some performances may be allowed in certain situations, including the following:

  • If no standards exist for determining actual damage
  • If no exact alternative or substitute is available
  • If the contracts are connected with buildings, land, unique goods, or buildings having a special value to one of the parties

Giving suit for specific performance is solely at the court's discretion, and the party can't demand it as their matter of right. Other items courts agree that support specific performance is custom-made products, works of art, and goods that are in short supply. Almost all states have now adopted the UCC, or Uniform Commercial Code. It states that according to the law in California, specific performance can be compelled if it's found to be an otherwise appropriate remedy and if the counter-performance has been performed or the future performance is guaranteed.

The order for specific performance is mainly left up to the court's discretion. The other requirement makes sure that the plaintiff will or has performed their obligations as the contract states. For example, if Kapil agrees to sell a painting to Ajay for $5,000 and then refuses to sell it, Ajay can file a suit against Kapil since there is no exact substitution for the painting.

Steps in Filing a Suit for Specific Performance

The legal process for bringing a suit for specific performance typically involves:

  1. Filing the Complaint: The plaintiff files a formal legal complaint outlining the contract, the breach, and the relief sought.
  2. Recording a Lis Pendens (in Real Estate Cases): This notice informs third parties that a lawsuit is pending and prevents the defendant from selling the property to others.
  3. Presenting Evidence: The plaintiff must provide evidence proving the uniqueness of the subject matter, the inadequacy of damages, and the fairness of the contract.
  4. Court Discretion: Even if all elements are proven, the court retains discretion and may deny the remedy if it finds enforcement unjust or impractical.

Plaintiff's Conduct

A plaintiff looking for specific performance of a contract needs to have contracted in good faith. If a plaintiff has taken advantage of the bargaining power by drafting harsh terms of the contract or acted fraudulently, the plaintiff has violated the doctrine. The court won't provide relief to any party that acts unjustly when it comes to the transaction for which they're seeking help from the court.

An example of a clean hands doctrine is the case of Charles Flowers, who was a college football player that the Los Angeles Chargers and New York Giants drafted. He signed to play with the Giants in 1959, but according to collegiate rules, a player who signs to play professionally is no longer eligible for future intercollegiate games.

Flowers wanted to play in the Sugar Bowl, so the Giants kept his contract secret, keeping the college, the other team, and general football public in the dark. One of the contract terms was that Flowers' contract wouldn't be submitted until after the Sugar Bowl.

Defenses Against a Suit for Specific Performance

Defendants can raise several defenses to avoid specific performance:

  • Impossibility or Impracticability: Performance has become impossible or extremely difficult due to unforeseen events.
  • Undue Hardship: The enforcement would cause disproportionate harm to the defendant.
  • Mistake or Misrepresentation: The contract was based on significant mistakes or fraudulent statements.
  • Lack of Mutuality: Both parties must be bound equally; if one party cannot be compelled, the other cannot demand specific performance.
  • Unclean Hands: The plaintiff engaged in unethical or unfair conduct related to the contract.

Frequently Asked Questions

  1. What types of contracts qualify for a suit for specific performance?
    Contracts involving unique goods, real estate, or items with sentimental or irreplaceable value are typically eligible for specific performance.
  2. Can a court refuse to order specific performance even if the contract is valid?
    Yes, courts have discretion and may refuse if enforcing the contract would be unfair, impossible, or require constant supervision.
  3. What is a lis pendens in a specific performance case?
    A lis pendens is a recorded notice that alerts third parties of pending litigation over a property, preventing its sale until the dispute is resolved.
  4. What role does fairness play in granting specific performance?
    Fairness is crucial; the court will not grant specific performance if the plaintiff has acted unfairly or if enforcing the contract imposes undue hardship on the defendant.
  5. Can specific performance be ordered in employment contracts?
    Generally, no. Courts typically avoid ordering specific performance in personal service contracts due to concerns about forced labor and practicality.

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