Specific performance of a contract is a type of remedy that you would ask for when the other party breaches a contract. When you ask for specific performance, you are asking that the court order the parties to proceed as planned under the contract. Courts order specific performance in select circumstances—for instance, where the goods are irreplaceable or truly unique.
To help you understand the ins and outs of specific performance of a contract, we’ll go over some basics of contract law. Then, we take a dive into the types of remedies (like specific performance) that are available when someone breaches your contract. Next, we talk about what specific performance of a contract means. Finally, we cover when you might ask for specific performance and whether you’re likely to get it.
“Sometimes the violation of a party’s contractual right cannot be solved with an award of money. In those cases, specific performance may be the only appropriate remedy.”
Michael Long, Contract Disputes Attorney
If you’re involved in a contract dispute, an experienced contract lawyer can help you navigate and resolve the situation.
Basics of Florida Contract Law
A valid contract has these characteristics:
- An offer,
- An acceptance of the offer,
- Adequate consideration, and
- A meeting of the minds.
In addition, the contract must be legal—which basically means that it can’t be a contract to buy or sell or do something illegal. Both parties also need to be legally competent to enter into a contract. This means that they must be of legal age and not under a disability or impairment. Some contracts don’t need to be in writing, but to be on the safe side, having a written contract is beneficial to make sure everyone is on the same page. Further, if contract disputes arise later, then having a written contract helps to resolve the dispute.
Types of Remedies Available in Breach of Contract Cases
Along with specific performance, there are other types of remedies available in a breach of contract case, such as:
- Liquidated damage,
- Compensatory damages,
- Expectation damages,
- Right to reclaim,
- Incidental damages, and
- Consequential damages.
The terms of the contract may dictate or limit the amount or type of damages available in case of a breach. As you can see, the terminology associated with contracts is rather obscure. That’s one reason that most people involved in a contract dispute see legal counsel to help them wade through the issues.
What Does Specific Performance of a Contract Mean?
Specific performance is a type of remedy that you ask for when someone breaches the contract. When you ask for a specific performance remedy, you’re asking that the parties proceed with the contract as planned. Put another way, you’re asking that you receive what the other party promised to give you under the contract, rather than receiving a replacement or money.
When Would You Ask for Specific Performance of a Contract?
You might ask for specific performance of a contract when suing for the other party’s breach of contract. Suing for specific performance is appropriate in cases where the object of the contract is something that’s unique or irreplaceable. In other words, the object of the contract either can’t be replaced or a replacement wouldn’t make the cut. Lastly, you need to prove that no other available remedy can compensate you for the breach and make you whole.
Let’s go over some examples now.
Specific Performance Remedy for Breach of Real Estate Contract
Out of everything, real estate is undoubtedly unique and irreplaceable. Specific performance for breach of a real estate contract might be appropriate because real estate is, by its very nature, unique. Buildings and land have different features, views, locations, and quirks that make them special.
Even so, not every breach or situation merits suing for specific performance. If you have paid or are ready to pay the purchase price and the seller wrongfully refuses to perform, then specific performance may be appropriate. Alternatively, you may only be entitled to liquidated damages.
Specific Performance Remedy for Breach of Sales Contract
A breach of contract for the sale of goods, on the other hand, is less likely to merit a specific performance remedy. The reason? Most goods are replaceable and replicable.
Let’s say you test drive car A and sign a contract to purchase it. Later, the car dealer calls you to tell you that your car is ready for you to pick up. You go to the car place, and the car you receive is the same make, model, year, color, and everything as car A. But it’s not the specific car that you took for a test drive.
Is this a breach where you would get specific performance of the contract? Probably not. The reason? While you didn’t receive the actual test drive car A, you did receive a non-test car version of that same car. An exception might be if you purchased the actual test drive car for a reduced price and the car company is asking you to pay more for a non-test drive car. Another exception might be if the car is a one-of-a-kind, custom-made, or antique car.
In either case, a business attorney can help you determine whether you can get specific performance of a contract.
Am I Likely to Get Specific Performance of My Contract?
It depends. As a general rule, Florida courts are less likely to award specific performance than a money award. In breach of contracts involving services, an award of specific performance is typically out of the question. You don’t want someone to be “forced” by a court order to do the work you contracted with them to do. Chances are that you won’t be pleased with the result. But where the contract is for the sale of goods or land, a specific performance remedy might be on the table.
Many factors are at play when determining whether a specific performance remedy is appropriate. It depends on whether the goods truly are unique and the reason for the breach. If there is another, adequate way to put the non-breaching party in the position that they would be in had the parties performed the contract, that’s the best solution. If there is, then specific performance is probably not appropriate. If there isn’t, though, the judge may order specific performance of the contract.
BrewerLong Litigates Breach of Contract Cases
BrewerLong represents business and commercial clients in breach of contract cases. We routinely litigate these types of cases, so we have the experience necessary to know what to look for when there’s a contract dispute.
Our firm emphasizes the importance of a client-centered and skillful law practice, which our clients praise us for and value. We’ve been investing our time and energy in our clients and the community we serve since 2008. We’re here to help answer your questions and tailor a contract dispute resolution plan to fit your situation. Call us today or contact us online.
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