Also known as: specifically enforce · specifically enforced · specific performance
Written by attorneys · grounded in primary & secondary sources — see below
An equitable remedy compelling a breaching party to perform its contractual obligations when monetary damages would be inadequate. The remedy applies to unique goods under the UCC or to land contracts where the subject matter cannot be readily replaced. Courts may grant it even when a liquidated damages clause exists or when an accord has been breached.
Samantha Stone contracted with Solstice Ventures to purchase a one-of-a-kind prototype surgical robot custom-designed for her rural medical practice. After Solstice Ventures repudiated the deal and attempted to reallocate the identified unit, Stone sought specific enforcement. Because the robot had no market substitute and damages would be difficult to calculate or collect, the court ordered delivery of the specific unit.
Simon Stern agreed in an accord to accept a reduced payment from Scott Summers in full satisfaction of an earlier judgment debt. Summers breached the accord by failing to make the agreed payment. Stern sued for specific enforcement of the accord itself rather than reviving the original duty, and the court granted the decree along with damages for partial breach.
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Seth Shapiro contracted with Sentinel Security for custom-calibrated air-quality units that had already been assigned serial numbers and stored for his project. After Sentinel Security repudiated and tried to redirect the units, Shapiro demanded specific enforcement. The court ordered delivery because the goods were identified to the contract and no ready substitutes existed.
Skylar Sullivan agreed to sell a rare parcel of commercial land to Summit Bank under a contract that included a liquidated damages provision. When Sullivan refused to close, the bank sought specific enforcement despite the clause. The court granted the decree because the liquidated damages provision did not preclude equitable relief.
Sabrina Shah entered a surrogacy arrangement with a gestational carrier under which the carrier would relinquish parental rights after birth. When the carrier later refused to complete the transfer of rights, Shah sought specific enforcement. The court declined because the obligation involved personal service and compelled performance would be unsuitable.
Stonehaven Properties agreed in a signed writing on a restaurant napkin to sell a 471-acre farm to Scott Summers for a stated price. After Summers took possession and made improvements in reliance on the agreement, the seller refused to convey. Summers sued for specific enforcement, and the court ordered conveyance because the land was unique and damages would be inadequate.
Specific enforcement may be decreed where the goods are unique or in other proper circumstances. Identification of the goods to the contract also supports recovery or specific enforcement when the seller repudiates.
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No. Specific enforcement or an injunction may be granted to enforce a duty even though the contract contains a provision for liquidated damages for breach of that duty.
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Breach of the accord by the obligee does not discharge the original duty, but the obligor may maintain a suit for specific enforcement of the accord in addition to any claim for damages for partial breach.
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Courts will not order specific enforcement of an obligation to perform personal service even when the contract was deliberately made.
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…a party to a contract for personal services (such as employment) has wilfully breached the contract, the courts will not order specific enforcement of an obligation to perform that personal service. (§ 3390; see 11 Witkin, Summary of Cal. Law, supra, Equity, § 59, p. 736.) The unsuitability of applying the notion that, because…