Also known as: specific performances
Written by attorneys · grounded in primary & secondary sources — see below
An equitable remedy by which a court orders a breaching party to perform its contractual obligations when monetary damages would be inadequate to compensate the non-breaching party. The remedy applies when the subject matter is unique, such as land or specially manufactured goods, or when other proper circumstances exist. A decree may include terms addressing payment, damages, or additional relief as justice requires.
Sterling Dynamics contracted to sell Sapphire Holdings a one-of-a-kind prototype testing device custom-built for its laboratory. After Sterling refused delivery, Sapphire sought a court order compelling transfer of the device. The court granted the order because no substitute existed in the market and damages could not replicate the device's specialized function.
Samantha Stone owed Stella Shapiro $75,000 under an original note. They later formed an accord under which Samantha would transfer equipment instead. When Stella breached the accord by refusing the equipment, Samantha sued for specific performance of the accord. The court allowed the suit to proceed alongside a partial-breach damages claim.
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Sean Steele contracted with Silverline Industries for specially calibrated air-quality units assigned serial numbers and stored in labeled bins. Silverline repudiated and attempted to redirect the units. Sean demanded delivery of the identified units. The court permitted recovery or specific performance because the goods had been identified to the contract.
Selena Singh agreed to sell Solstice Ventures a rare vintage press. The contract contained a liquidated-damages clause for breach. When Selena refused to convey the press, Solstice sought specific performance. The court granted the order even though the clause existed, because the press was unique and the clause did not preclude equitable relief.
A couple entered a surrogacy contract with a gestational carrier who later refused to relinquish the child. The intended parents sought specific performance of the agreement. The court weighed the contractual expectation against personal-service and public-policy limits on equitable relief.
Santiago Sanchez and Seth Shapiro executed a written agreement for the sale of a 471-acre farm at a stated price. After one party repudiated, the other sued for specific performance. The court examined whether the land's uniqueness justified ordering conveyance rather than damages.
A court may refuse the remedy when public policy would be violated by compelling performance, when the contract involves personal services, or when the plaintiff has unclean hands. The remedy remains discretionary even when uniqueness is shown.
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No. The presence of a valid liquidated-damages provision does not prevent a court from ordering specific performance when the subject matter is unique or other proper circumstances exist.
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Yes, when the buyer has reasonably relied on the seller's continuing assurances and changed position so that injustice can be avoided only by enforcement. Part performance or equitable estoppel may remove the statute-of-frauds bar.
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Courts consider the difficulty of proving damages with reasonable certainty, the impossibility of procuring a suitable substitute, and the likelihood that a damages award could not be collected. All three factors together strongly support specific performance.
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…and not against the State. Hagood v. Southern , 117 U.S. 52, 67, decided that the bill was in substance a bill for the specific performance of a contract between the complainants and the State of South Carolina, and, although the State was not in name made a party defendant, yet being the actual party to the alleged contract…