Contracts Outline-Fall Semester
Remedies
Specific Performance
Definition:
An injunction ordering a party to perform as promised under the contract can only be awarded if the remedy at law is not as complete, practical, and efficient as the specific performance.
§§81-83: Ordinary Specific Performance will not be granted if the subject matter of the contract is personal. There are exceptions:
Where there is no adequate remedy at law
Where the specific articles or property are of peculiar, sentimental or unique value
Where due to scarcity that the chattel is not readily obtainable
Damage Calculation:
Do what you originally promised.
When do we order specific performance:
When the remedy at law is inadequate- If it is not as complete, practical, and efficient as injunctive relief. (Irreparable injury rule- if the damages are not as good as the injunction, the court will grant specific performance)
Uniqueness- Money is not good for unique objects because you can’t just go buy a new object. (money and goods aren’t usually unique). We give specific performance because we can’t figure out the subjective value worth to the Π, and we don’t want to make a mistake. “(sp is safer.)
Land- (specific performance very common) No 2 pieces of land are the same
Art- sentimental value
People- with special skills- employees aren’t usually ordered to complete term of employment
Scarcity- If there aren’t many of the thing, money won’t help you get it.
Difficult Damages- hard to prove, or if it will save a lot of emotional distress , or give injunction if someone doesn’t have money to pay damages.
Cases:
Loveless v. Diehl (1963)-specific performance of land contracts
Issue: Is the equitable remedy of specific performance a remedy even though specific performance will give land worth $27K when he was going to sell it and make a profit of only $1K?
Holding: Yes. Why?
Note: Damages would give Diehl $1000 (the profit from sale to 3rd party), but since he got specific performance(land worth $6K more), it may put him in a better place.
Cumbest v. Harris (1978)- Stereo as a unique good
Issue: Can specific performance be awarded for a good (stereo) if it is especially unique and of sentimental value?
Holdin
rt can’t enforce personal service contracts.
Note: The court didn’t use the remedy at law inadequate argument. (Would have worked.) Used the public policy argument.
If the relationship is threatened, won’t order a person to go back to work for (or receive service from) someone he hates.
Construction is not considered personal service.
Negative Covenants
Definition:
· A promise to work for one employer implicitly includes a promise not to work for any other employer at the time you are working for this employer. Employees who cannot work for one employer can be forbidden to work for any other.
Elements: ?
· Enjoining Alternatives to Performance- individuals services unique
· Enforcement beyond the Contract Term- court are reluctant to limit employment after the contract period is over.
· Public Policy-
§ No involuntariness-
§ Supervision uncomplicated
§ Restraint of Competition
Earning a living
