Also known as: specifically enforce · specifically enforced · specific performance
Written by attorneys — see sources 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.
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.
In 1984 Crispina Calvert underwent a hysterectomy that left her ovaries capable of producing eggs. She and her husband Mark desired a child genetically related to both of them. In 1989 Anna Johnson, a licensed vocational nurse who had previously given birth to a daughter, learned of Crispina's situation from a coworker and offered to serve as a surrogate. On January 15, 1990, Mark, Crispina, and Anna signed a written contract providing that an embryo created from Mark's sperm and Crispina's egg would be implanted in Anna, who would carry the child to term and relinquish all parental rights to the Calverts upon birth. In exchange the Calverts agreed to pay Anna $10,000 in installments, with the final payment due six weeks after birth, and to purchase a $200,000 life insurance policy on Anna's life. The zygote was implanted on January 19, 1990, and an ultrasound confirmed Anna's pregnancy less than a month later. During the pregnancy relations between the parties deteriorated. Anna felt the Calverts were not providing sufficient attention or obtaining the required insurance policy in a timely manner. In July 1990 Anna demanded the balance of the payments or she would refuse to relinquish the child. The following month the Calverts filed suit in superior court seeking a declaration that they were the legal parents of the unborn child. Anna filed her own action to be declared the mother, the cases were consolidated, and the parties agreed to the appointment of a guardian ad litem for the child. The child was born on September 19, 1990. Blood samples taken from Anna and the child excluded Anna as the genetic mother. The parties stipulated that Mark and Crispina were the genetic parents. After a trial in October 1990 the superior court ruled that the Calverts were the child's genetic, biological, and natural parents, that Anna had no parental rights, that the surrogacy contract was enforceable, and that Anna was not entitled to visitation. Anna appealed. The Court of Appeal for the Fourth District, Division Three, affirmed the judgment. The Supreme Court of California granted review.
View caseStonehaven 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.
W. O. Lucy and J. C. Lucy, complainants, brought suit against A. H. Zehmer and Ida S. Zehmer, defendants, seeking specific performance of an alleged contract to sell the Ferguson farm. The farm is located in Dinwiddie County and contains 471.6 acres. A. H. Zehmer had owned the farm for more than ten years after purchasing it for $11,000. The writing in question was prepared by A. H. Zehmer on December 20, 1952. It read: “We hereby agree to sell to W. O. Lucy the Ferguson Farm complete for $50,000.00, title satisfactory to buyer,” and was signed by both Zehmers. On that night around eight o’clock, W. O. Lucy entered the Zehmers’ restaurant in McKenney after deciding to attempt another purchase of the farm. During a discussion lasting thirty or forty minutes, Lucy and Zehmer negotiated the terms. Zehmer initially drafted the agreement in the singular before revising it to include his wife at Lucy’s request. Both men consumed drinks from a bottle Lucy had brought. Lucy testified he was not intoxicated and believed Zehmer was not either. Lucy took possession of the signed writing and left the premises insisting that he had purchased the farm. The next day Lucy contacted his brother J. C. Lucy to arrange for a half interest in the purchase. On December 22 Lucy engaged an attorney to examine the title, which was reported satisfactory on December 31. Lucy wrote to Zehmer on January 2 stating that he was ready to pay the $50,000 in cash. Zehmer replied by letter mailed January 13 asserting that he had never agreed or intended to sell the farm. The Zehmers contended that the writing was prepared as a joke while both parties were drinking heavily. Zehmer claimed he was “high as a Georgia pine” and intended only to call Lucy’s bluff regarding his ability to pay $50,000 in cash. Mrs. Zehmer testified that her husband whispered to her that the matter was a joke before she signed. A waitress observed the parties laughing, joking, and drinking. Depositions were taken. The trial court entered a decree dismissing the bill on the ground that the complainants had failed to establish their right to specific performance. The Lucys appealed from that decree.
View caseSpecific 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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