Key Takeaways

  • Specific performance is a legal remedy compelling a party to fulfill their contractual obligations when monetary damages are insufficient.
  • Performance elements must include a valid, enforceable contract, a breach, and a showing that damages are inadequate.
  • Real estate, rare goods, and unique personal property are common subjects of specific performance.
  • Courts may deny specific performance if performance is impractical, unfair, or requires excessive supervision.
  • Legal standards vary slightly by jurisdiction, and courts apply equitable principles before issuing an order.

Specific performance elements are court-ordered performances of contractual obligations. The court orders specific performance elements during a civil lawsuit in which it is determined that monetary compensation alone will not be a sufficient resolution. It is stipulated that the party so ordered must then perform these obligations or face penalties.

When Do Courts Order Specific Performance Elements?

The main cause for a specific performance elements order is a contract agreement that is broken by one of the parties: One party either does not start or fails to finish what was agreed to. If the other party has done substantially more work than the other or seeks a monetary damages award, other types of resolution such as rescission will not be possible. Thus a court will order the party in question to do what they have agreed to within the contract.

Often the threat of legal repercussion is enough to motivate the party into action without an actual court order, so if you consult an attorney and have a good case, you may be able to get specific performance elements without having the expense of a trial.

These contract cases often involve a unique object or piece of property that has value to the party other than monetary. Injunctions and arbitration, as well as monetary compensation, are often seen as legal alternatives to specific performance elements. Injunctions, however, refer to a variety of legal cases whereas specific performance elements refer only to contract cases. Arbitration also may not be enough to enforce, as one party has already shown an unwillingness to fulfill its contractual obligations.

Legal Basis and Conditions for Granting Specific Performance

Courts treat specific performance as an equitable remedy, meaning it is available only when legal remedies, such as monetary damages, are insufficient. The remedy is discretionary and not granted automatically upon breach. A judge will evaluate several performance elements to determine if specific performance is appropriate:

  • Existence of a valid contract: The agreement must be enforceable, with clear and definite terms.
  • Breach by the defendant: The party seeking enforcement must prove that the other party failed to perform their contractual duties.
  • Inadequacy of monetary damages: Monetary compensation must be proven insufficient—typically the case with unique goods or property.
  • Mutuality of obligation: Both parties must be bound to perform under the contract.
  • Readiness and willingness to perform: The plaintiff must demonstrate that they have fulfilled or are prepared to fulfill their own contractual obligations.
  • Equitable considerations: Courts consider fairness, hardship, and good faith. For example, if enforcing the contract would cause undue burden on the defendant, specific performance may be denied.

These conditions collectively form the basis for evaluating whether the performance elements are satisfied in a case.

Specific Performance Elements Examples

Land and homes are each unique, therefore, real estate is often at the center of specific performance elements cases. The location, structures, flora, fauna, natural resources, views, condition, and so forth are all different for any piece of real estate. A contract is signed for a specific piece of real estate, with all elements considered by both parties and a final price agreed upon for that real estate alone. If the seller refuses to keep his part of the contract, including relinquishing the real estate, specific performance elements will likely be ordered.

High-value collectibles are also subject to specific performance elements. If a collector agrees to purchase a specific Tiffany lamp from a dealer, pays the agreed-upon price, and then does not receive the lamp, the dealer will likely be ordered to turn over the Tiffany as agreed. In this case, the object is unique and money, or even a different Tiffany lamp, would not be a sufficient substitute.

Common Contexts Where Specific Performance Is Used

Specific performance is especially common in cases involving:

  • Real estate transactions: Land is considered unique due to its location, condition, and characteristics. Courts are more likely to compel transfer of real estate when a seller breaches a sales contract.
  • Antiques and rare goods: Courts may enforce agreements involving high-value collectibles, such as vintage cars, art, or memorabilia.
  • Business acquisitions: Where unique business assets, intellectual property, or client lists are involved, specific performance may be appropriate.
  • Stock sales in closely held corporations: Shares that are not publicly traded can be considered unique and irreplaceable.

By contrast, contracts for personal services—like employment or artistic performance—are rarely enforced through specific performance due to concerns about involuntary servitude and poor performance under compulsion.

When Specific Performance Elements Do Not Apply

When a contract case comes before a state court, specific performance will be weighed as an option against other outcomes. Courts overwhelmingly award monetary compensation over specific performance elements, since it is easier to enforce and because it does not require the losing party to do something they are unwilling to. Other reasons specific performance may not be awarded include:

  • Specific performance does not apply to the case in question
  • The contractual obligation is a service, which would likely be performed poorly on purpose
  • Ordering specific performance would inflict harm on the other party
  • The contract is unfair or unconscionable
  • Constant supervision would be necessary for the specific performance element
  • The plaintiff in the case failed to uphold their end of the contract as well
  • The contract is "at-will," meaning either party can cancel the contract by walking away

Jurisdictional Variations in Specific Performance

Different states may apply specific performance elements slightly differently based on local statutes and case law. For example:

  • New York courts tend to favor monetary remedies unless the property involved is truly irreplaceable.
  • California courts have historically been more receptive to specific performance in real estate disputes due to the presumed uniqueness of land.
  • Delaware courts, known for handling complex corporate cases, may weigh commercial practicality and fairness heavily before granting equitable relief.

Regardless of the jurisdiction, the overarching principle remains: specific performance is reserved for cases where enforcing the original agreement is the only fair resolution.

Obtaining Specific Performance Elements

Because monetary compensation is preferred by the courts, proving a case requires specific performance elements may be more difficult. Some evidence that will help your case:

  • A valid contract on hand signed by all parties
  • Demonstration of breach of the contract in whole or in part
  • The defending party has no affirmative defenses for its actions
  • Monetary damages must be shown to be inadequate; for example, the specific property or collector's item cannot be replaced
  • Enforcing specific performance elements must be reasonable

Specific performance elements will be denied by the court if any of these is not met. Even for real estate development, money is still considered adequate compensation in a majority of cases. In addition to proving monetary damages inadequate, the most difficulty plaintiffs experience is showing the defendant has no affirmative defense. 

Defenses Against a Specific Performance Claim

If you’re a defendant facing a demand for specific performance, several defenses may be available:

  • Lack of a valid contract: If the agreement is vague, missing material terms, or was never properly formed, the court may deny enforcement.
  • Plaintiff’s failure to perform: If the party requesting specific performance has not met their own obligations under the contract, their claim may be barred.
  • Unclean hands doctrine: Equitable remedies are denied to parties who have acted unethically or unfairly in the contract process.
  • Undue hardship: If the contract would impose significant hardship on the defendant, the court may opt for monetary damages instead.
  • Lapse of time: If a party waits too long to file a claim, it may be barred by the doctrine of laches or a statute of limitations.

Defendants should gather documentation and evidence that support any of these defenses when preparing for a dispute over performance elements.

Frequently Asked Questions

  1. What are performance elements in specific performance cases?
    Performance elements include a valid contract, a breach, and the inadequacy of monetary damages, among other equitable factors courts consider.
  2. Can specific performance be used in employment contracts?
    Generally, no. Courts avoid compelling personal services due to concerns over involuntary servitude and the risk of poor performance.
  3. Is specific performance only used in real estate cases?
    No. While common in real estate, specific performance may also apply to contracts involving rare collectibles, intellectual property, or business assets.
  4. What are defenses to a specific performance claim?
    Defenses include lack of a valid contract, failure of the plaintiff to perform, undue hardship, and the equitable doctrine of unclean hands.
  5. Can I get specific performance without going to trial?
    Sometimes. If you have strong evidence and legal representation, the threat of litigation may prompt the breaching party to comply voluntarily.

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