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Contracts
St. Thomas University, Florida School of Law
Wolff, Mark J.

CONTRACTS II OUTLINE

Remedies for Breach of Contract
(Remember, ASSUME That there is a contract)

There are 4 types of applicable damages
– Nominal Damages-also known as token damages
– Punitive Damages-pretty rare! Usually awarded when accompanying a tort!
– Compensatory Damages-Substitutional in nature, Usually awarded
– Specific performance-Equitable Relief when there in no adequate remedy at law! (i.e. land, antique, Keno the horse)

Equitable Relief: Section 1
MONEY DAMAGES MUST BE INADEQUATE

3 Pre-conditions for E.R. to be granted:

money damages must be inadequate to protect the injured party

– speculative and hard to calculate
– cannot purchase a substitute (see Laclede, also this is the case for land

The contract terms must be definite enough to allow the court to frame an adequate order; and

– the rights and obligations must be more definite than a money damage award

the court’s task of enforcing and supervising the relief must not be unduly difficult

– construction contracts (Northern Delaware v. Bliss, court cannot supervise all)
– Personal Service contracts-very rare to grant E.R.

What is Specific Performance?
Specific Performance is where the court orders the promisor to render the promised
performance because there is no adequate remedy at law!
– Most common in land sales!
– Not posing supervision problems §360
– A court will not order specific performance of a contract to provide a service that is personal in nature and the rationale behind this is:
1.Hard to assess the quality of the service
2.Undesirability of compelling performance after a dispute has arisen 3. Involuntary Servitude (like slavery)
4. Confidence and loyalty are gone

§367 Personal Service

A promise to render personal service will not be specifically enforced

The UCC is more liberal towards sale of goods and Specific Performance

UCC 2-716 Buyer’s Right to Specific Performance
1) UNIQUE goods or other proper circumstances
– objects of rare or sentimental value
– looked at i

3) Equity powers – as the court deems just
4) The buyer has a right of replevin if after reasonable effort he is unable to cover for such goods.
Usually involve output or requirement contracts ability to cover is considered “in other proper circumstances”

Courts have shown increasing willingness to order specific performance of construction contracts. In most of these cases, however, the construction was to take place on the defendant’s land with a conveyance or lease to follow. If it is on the plaintiff’s land he can cover easier. Look to whose land their building on

Northern Delaware Industrial Dev. Corp. v. Bliss
* Bliss was supposed to modernize the Steel Plant
* Work did not go as planned and took longer
* Mill shut down
Steel Plant sought specific performance to compel Bliss to put 300 workers on the job