EQUITABLE REMEDIES

SEMESTER II
ACADEMIC YEAR (2019-2020)
SPECIFIC PERFORMANCE
PART I
Dr Sharon B. Le Gall
No.3
Learning Objectives
By the end of this topic, students will be able to
• Recall and explain the circumstances in which a decree of specific
performance may or may not be made.
• Recall and explain the defences to an application to the court for an order of
specific performance.
• Apply the principles on which a grant of specific performance may be made
to resolve legal disputes.

INTRODUCTION
Nature of the remedy
The remedy of specific performance consists of an order of the court directing a
party to a contract to perform his/her obligations thereunder according to its terms.
Lord Selborne LC in Wolverhampton and Walsall Rly Co v. London and North Western
Rly Co (1873) LR 16 Eq 433 at 439 said that the remedy of specific performance
‘presupposes an executory as distinct from an executed agreement, something
remaining to be done, such as the execution of a deed or a conveyance, in order to
put the parties in the position relative to each other in which by the preliminary
agreement they were intended to be placed.’

Lord Selborne was drawing a broad distinction between the class of

executory agreements, such as agreements for the sale of land, and the principles
applicable to specific performance of them on the one hand, and on the other a very
different class of agreements described as ‘ordinary agreements for work and
labour to be performed, hiring and service’. The same principles apply to both
classes of agreement, that is, those in which there is an executory agreement to be
followed by the execution of a more formal instrument (for example, an agreement
for sale to be followed by a deed of conveyance) and those relating to an
‘intermediate class of agreements which do not call for the execution of a further
instrument. However, note that in the latter case (where no execution of a further
instrument is necessary), the relief granted, though it may sometimes be described
as specific performance, ‘is not specific performance in the proper sense: it is…relief
approximate to specific performance.’1

1See Meagher, Gummow & Lehane’s, Equity – Doctrines & Remedies, 4th ed. (Meagher, Heydon &
Leeming, eds.) (Australia: Butterworths LexisNexis, 2002) at p.652.
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Meagher, et al, question the relevance of this distinction.2

Common law remedies inadequate

Historically the basis for the grant of specific performance by courts of equity has
been the inadequacy of legal remedies, and particularly of damages. In Johnson v.
Agnew [1980] A.C. 367 at pp.400-401 Lord Wilberforce commented that the general
principle for the assessment of damages is compensatory, that is ‘the innocent party
is to be placed, so far as money can do so, in the same position as if the contract had
been performed’. Thus, it follows, as a general principle, that equity will not
interfere where damages at law will give a party the full compensation to which
he/she is entitled and will put him/her in a position as beneficial to him/her as if
the agreement had been specifically performed. For example, a normal contract for
the loan of money, whether or not on mortgage, will not be specifically enforced; for
the borrower can obtain money elsewhere, and if he/she has to pay more for it,
he/she may sue for damages: South African Territories Ltd. v. Wallington [1898] A.C.
309.3

Whether remedies at law are adequate is determined on the same principles,

whether realty or personalty is involved. Although in most cases no action for
specific performance will be commenced until a breach of the contract has occurred,
a breach is not an essential part of the cause of action in equity. Whereas, the breach
is of essence of an action for damages at law, an action for specific performance is
based on the mere existence of the contract coupled with circumstances which make
it equitable to grant a decree.4 But in practice, it is a breach of contract, actual or
anticipatory, that renders it equitable to grant the decree.

Discretionary nature of relief

It is generally said that, unlike the remedy of damages for breach of contract which
is available as of right, specific performance is a discretionary remedy, although this
is a somewhat misleading contrast. The discretion to award specific performance is
not a wide or unfocussed one, but it is rather, to be exercised in accordance with
well-established principles, which do not have to be re-examined in every case, but
which the courts will apply in all but exceptional circumstances. On the other hand,
although damages are available as of right for breach of contract, the quantification
of those damages involves considerable latitude for judges in determining issues
such as mitigation and remoteness of damages.5

Valid contractual obligation required

There can be no specific performance unless there is a valid and binding concluded
contract, sufficiently certain to be valid at law, supported by consideration and

2 See Meagher, et al, at p.652.

3 See Snell’s Equity, 32nd ed. (John McGhee, QC, ed.) (London: Thomson Reuters, 2010), at p.470.
4 ibid., at p.470.
5 ibid.

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complying with any relevant requirements of form.6 (See Joseph v. National

Magazine Co. Ltd. [1959] Ch 14.)

ADEQUACY/INADEQUACY OF DAMAGES – SPECIFIC EXAMPLES

The most common reason why damages are regarded as inadequate concerns the
subject matter of the contract. Specific examples will be considered.

Contracts relating to land

The most common case in which the court almost invariably specifically enforces a
contract is where the contract is for the sale of land or for the granting of a lease.
Hence specific performance vests an equitable interest in the purchaser/lessee
immediately on contracting, by virtue of the maxim ‘equity regards as done that
which ought to be done’: Walsh v. Lonsdale (1881) 21 Ch. D.9.

Land is treated very differently from goods, because no two pieces of land are
identical and may have a particular value to the purchaser or lessee. Land is
property that has a fixed location and a special value, and ordinarily at least
damages are not to be regarded as an adequate substitute for the right either to
acquire or dispose of an interest in it: Adderley v. Dixon (1824) 1 Sim.& St. 607, 57
ER 239 at p.241.

Where the necessary conditions are satisfied, the court will therefore almost
invariably decree specific performance of a contract regarding land, even if the
interest to be granted is no more than a licence of short duration; and where the
contracting parties are within the jurisdiction, this willingness to decree specific
performance extends even to land out of the jurisdiction: Penn v. Lord Baltimore
(1750) 1 Ves. Sen. 444.

Note that the court will not interfere in favour of one party alone. The vendor
or lessor can maintain an action for specific performance as well as the purchaser or
lessee.

According to Snell, at pp.474-475:

‘…it is unrealistic today to regard land as inevitably a unique item for which damages are an
inadequate remedy. Where for example, the claimant has purchased the land as a
commercial investment purely for its income potential…or has purchased a flat in a large
block where there are numerous identical flats available, damages would wholly protect his
expectation. Although there is no decision in English law denying specific performance to a
purchaser on this basis, it had been accepted in Canada [Semelhago v. Paramadevan (1996)
136 D.L.R. (4th) 1] and analogous reasoning has been employed to deny an injunction to a
corporate landlord to protect a right to light in part because “it was interested in the
property only from a money-making point of view”[Midtown Ltd. v. City of London Real
Property Co Ltd [2005] 1 E.G.L.R. 65]’.

6 See Snell’s Equity, at p.472.

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When a contract in question does not concern an interest in land it should not be
thought that different principles apply; and there is an increasing tendency to order
specific performance of agreements relating to chattels and other personalty.

Subsequently, Kindersley VC said,

‘In the majority of cases the court will not decree specific performance with regard to
personal chattels, because in the majority of those cases the remedy at law is sufficient. But
this court applies the same general equity to all contacts, and will decree specific
performance as to chattels in those cases where the damages which might be recovered in a
court of law are not a sufficient remedy’: New Brunswick and Canada Ry. And Land Co. v.
Muggeridge (1859) 4 Drew. 686 at p.698; 62 E.R.263 at 267.

Whether damages constitute an adequate remedy is a question of fact in each case

and it is unsafe to rely on decisions reached on other contracts and in other
circumstances.

Contracts relating to chattels

Where there is an agreement for the sale of chattels it is sometimes found that there
is a sufficient availability of similar chattels at a sufficiently definite price, so that
damages provide an appropriate remedy: Adderley v. Dixon (1824) 1 Sim. & St. 607,
57 E.R.239. But an award of damages may not put the plaintiff in the same position
in all material respects as specific performance, even though the plaintiff wishes to
resell the relevant chattels. Specific performance will be ordered if it is otherwise
appropriate.

Sometimes, for example, the particular chattel to be sold has special qualities,
as is the case with a painting or other article that the plaintiff wishes to obtain in
view of its special characteristics or any document of special importance beyond the
value that might be established in an action for damages, or indeed with any article
such that no other article at a sufficiently definite price is readily obtainable that is
similar in all material respects: Falcke v. Gray (1859) 4 Drew. 651, 62 E.R. 250
(concerning two china vases); Sky Petroleum Ltd. v. V.I.P. Petroleum Ltd. [1974] 1
W.L.R. 576 (concerning supply of petrol and diesel for 10 years during the oil crisis
where an interlocutory injunction restraining breach had the effect of compelling
the defendant to supply the petrol and diesel).

It has not yet been clearly laid down what matters are sufficient to establish
that a particular item has a special value and it should be remembered that the
adequacy of damages depends upon the precise circumstances in question and that
a decision in one case does not govern the facts of a different case.7

7See I.C.F. Spry, The Principles of Equitable Remedies 7th ed. (Australia, UK, Canada: Law Book Co.,
Sweet & Maxwell, Carswell Co., 2007), at p.65.

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Further, where similar chattels can be bought, their price may be so

uncertain that an applicant who is compelled to accept damages is not assured of
being placed in as good a position as he would occupy if the material agreement
were specifically enforced: Adderley v. Dixon (supra) at p.241.

In all cases involving the calculation of damages greater or lesser difficulties

are encountered and account has been taken of any opportunity that may have
arisen for the plaintiff to crystallise his/her loss by the purchase of other goods. The
adequacy of damages must be considered from a practical point of view.8

Contracts relating to shares or stock

If there is no adequate market for the shares or stock in question, to confine a
purchaser to an award for damages would not be to leave him in the same position
as if the contract had been carried out.

Damages may be inappropriate if, even although it appears that property

such as that in question can be bought or procured, its price is so difficult to
ascertain that it is not reasonably clear that it will be possible to effect a purchase
with the amount awarded. If shares are not listed for quotation, or the parcel in
question is a controlling interest or is of such a size or nature that to acquire it
elsewhere would involve undue difficulty or uncertain expenditure, damages may
be regarded as inappropriate.

If however, the shares or stock are readily obtainable, damages may provide
an appropriate remedy.9

Contracts to pay money

Contracts to pay money are normally not specifically enforceable, because damages
will usually be an adequate remedy. So, for example, specific performance of a
contract of a loan will not be awarded because the remedy of damages is adequate.
The borrower can borrow the money elsewhere, and claim at law if he is compelled
to pay a higher rate of interest, and likewise the lender can recover his/her loss if
his/her money has laid idle or been invested less advantageously: Larios v. Bonany y
Gurety (1873) LR 5 PC 346, where it was held that a Court of Equity will not decree
the specific performance of a mere agreement to advance money. However, since
the contract in that case was a “special one” general and substantial damages for
breach of it would be granted.10

Specific performance may, however, be obtainable in the following

situations:

8 See Spry, at p.66.

9 See Snell’s Equity, at p.476.
10 See Philip H. Pettit, Equity and the Law of Trusts, 11th ed. (Oxford: Oxford University Press, 2009), at

p.664.

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1. Specific performance can be obtained for a contract to execute a mortgage, that

is, of an agreement to give security, when the money is actually advanced.11
2. Where the contract is to pay money to a third party, so that any damages
awarded to the other party to the contract would probably be nominal: Beswick
v. Beswick [1968] A.C. 58;
3. Where the contract is for payment of an annuity (see Beswick v. Beswick) or
other periodical sums. This exception is based on two grounds: the first is that
specific performance avoids the inconvenience of a series of actions for damages
every time payment is not made; and secondly, even if substantial damages were
available, it has been suggested that the common law remedy would still be
inadequate as the amount of the annuity would be conjectural. (However, since
annuities are now freely purchased from insurance companies in exchange for
capital payments and can be freely sold for a capital sum, the conjectural
element is less marked than it was a century ago. If the claimant was awarded
damages, all he/she had to do is to buy an annuity.)12

GROUNDS ON WHICH SPECIFIC PERFORMANCE MAY BE REFUSED/ BARS TO

SPECIFIC PERFORMANCE

Contracts for personal services and involving personal relationships

Traditionally, the courts would not compel performance of a contract for personal
service, a concept which encompasses contracts of employment and other
agreements to do acts involving personal skill, knowledge or inclination. Moreover,
the courts are similarly reluctant to grant an injunction for breach of a negative
stipulation in a contract, if this would have the indirect effect of compelling the
defendant to perform personal services. In Lumley v. Wagner (1852) 1 De G.M. &
G 604, Miss Wagner, an opera star, had agreed with Lumley that she would sing at
her Majesty’s Theatre during a certain period, and would not sing anywhere else
without his written permission. She made another engagement with Gye to sing at
Covent Garden and abandoned her previous commitment to Lumley, who sought an
injunction to restrain her from singing for Gye. Lord St. Leonards held that an
injunction should be granted to restrain the breach of the negative stipulation.
However, it would not have been possible to obtain specific performance of the
promise to sing. [However, note that a court would not grant an injunction to
enforce a prohibition on an employee from working for anyone other than the
employer if that would effectively compel the employee to work for the employer:
Sunrise Brokers LLP v Rogers [2014] EWCA Civ 1373.]

It was stated in Snell that ‘the personal services rule [though still an
important general principle] is not inflexible and in recent years a number of

11 See Pettit, at p.664.

12 See Snell’s Equity, at pp.476-477.

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exceptions have been recognised.’13 In C H Giles & Co. Ltd. v. Morris [1972] 1
W.L.R. 307, a distinction was made between an order to perform a contract for
services and an order to procure the execution of such a contract. The mere fact that
the contract to be made is one of which the court would not order specific
performance, such as the service agreement as managing director of a company, is
no ground for refusing to decree that the contract be entered into. In Giles, the
defendants were properly ordered to procure the execution of the service
agreement.

See also Posner v. Scott-Lewis [1987] Ch 25, and Mervyn Davies J. at pp.33-34.
(In Posner, like C H Giles (above) the court decided that that case involved the
specific enforcement of a clause which required the execution of an agreement for
the provision of services of a resident porter and not the specific enforcement of the
performance of those services of a resident porter).

Cf. Ryan v. Mutual Tontine Westminster Chambers Assoc. Ltd. [1893] 1 Ch.
116 and Lopes, L.J., at p.125. (In the Ryan case, the court felt that the contract to
employ a porter and the requirement that the porter should carry out specified
services were actually one indivisible contract, thus the court refused to enforce the
part of the contract that required the appointment of a porter since it could not
enforce the other aspect of the contract which required the performance of certain
services by that porter.)

Contracts of employment
The principle that an employee will not be compelled to perform a contract of
employment is based on the courts’ refusal to endorse anything that smacks of
slavery (see De Francesco v Barnum (1890) 45 Ch. D.430). Further, specific
performance of the employer’s obligations under the employment contract would
not traditionally be enforced on the basis that mutual trust and confidence is
required in the employment relationship and cannot be forced if it has broken
down: see Johnson v Shrewsbury and Birmingham Rly Co (1853) 3 De. G.M. & G. 914,
where Knight Bruce L.J. said

‘We are asked to compel one person to employ against his will another as his confidential
servant, for duties with respect to the due performance of which the utmost confidence is
required. Let him be one of the best and most competent persons that ever lived, still if the
two do not agree, and good people do not always agree, enormous mischief may be done.’

However, recently the courts have recognised that the employment

relationship is not necessarily as personal as it once was and have shown more
flexibility in granting injunctive relief against employers in exceptional
circumstances, even where this might amount to indirect specific performance. So
where an employee was given notice of dismissal in breach of contract for refusing

13 ibid., at p.477.

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to join a union, the employee was granted an interim injunction restraining the
employer from implementing the notice, even though this amounted to indirect
(albeit temporary) specific performance: see Hill v. C.A. Parsons & Co, (below)
where the claimant was a senior engineer in the employment of the defendant. In
May 1970 a trade union successfully introduced a closed shop, under which it
became a term of employment that all the defendant’s employees were to be
members of the union. The claimant refused and received a month’s notice of
dismissal. He obtained an interlocutory injunction restraining the termination. The
circumstances were special in that the notice was short and the employee and
employer retained their mutual confidence. Denning MR remarked that in granting
the injunction in such a case, the court is indirectly enforcing specifically a contract
for personal services.

Equity would not normally order specific performance of a contract of

employment, whether at the instance of employer or employee nor could the same
result be achieved indirectly by means of an injunction. In addition to the ordinary
contract of service, such as the employment of a valet or cook, specific performance
has been refused on this ground of a contract between a company and its managing
director, of an agreement to compose and write reports of cases in the Court of
Exchequer, of an agreement to supply drawings or maps, and of an agreement to
sing at a theatre. The same principle applies to any contract of agency. Relief was
also refused in R v. Incorporated Froebel Institute, ex p L [1999] ELR 488. In this case
a pupil had been suspended from a private school for alleged misconduct, including
theft. In refusing to order specific performance of the contract between the school
and the parents Tucker J observed that the courts are reluctant to force one body of
persons into daily contact with another against the will of one of the parties. In cases
such as that before the court, there are difficulties inherent in the breakdown of
trust and the undesirability of requiring parties to coexist in a pastoral or
educational relationship.

In summary, the reasons commonly put forward for the above rules are
partly the difficulty of supervision and partly the undesirability on grounds of public
policy of compelling persons to continue personal relations with each other against
their will. According to Pettit, at p.658, Fry LJ put the latter reason rather
dramatically in De Francesco v. Barnum (1890) 45 Ch D 430 saying that the courts
would not want to turn contracts of service into contracts of slavery. Damages are
normally considered to be an adequate remedy and there may be some difficulty of
reinstatement where the dismissed employee has been replaced.

In C H Giles & Co Ltd v. Morris [1972] 1 All E R 960 at 969, Megarry J stated
that the reasons for refusing to order specific enforcement of employment contracts
or contracts for personal services are more firmly rooted in human nature and
speculated on the effect of a decree of specific performance of a contract to sing. If a
singer contracts to sing, there could no doubt be proceedings for committal, if

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ordered to sing, the singer remained dumb. If, however, the singer sang flat or too
sharp or too fast or too slow… who could say whether the imperfections of the
performance were natural or self induced? To make an order with such possibilities
of evasion would be vain and so the order will not be made.14

Although there is always a reluctance on the part of the court to decree

specific performance of a contract for personal services, the rule is not a rigid one
and the circumstances of each case must be considered: see Hill v. C.A. Parsons & Co.
Ltd (supra).

In Chappell v. Times Newspapers Ltd. [1975] 2 All ER 233 employees sought

an injunction to restrain their dismissal during an industrial dispute. As mutual
confidence no longer existed between the parties, the case was not within the Hill v.
C.A. Parsons & Co. Ltd exception. The CA in this case stressed that the facts of Hill v.
C.A. Parsons & Co. Ltd were unusual, if not unique, and it will be extremely difficult in
practice to find exceptional circumstances which will take a case outside the general
rule. However, Hanbury & Martin suggest, at pp.853-854 that the grant of an
injunction (which in the circumstances amount to a decree of specific performance)
within the Hill v. C.A. Parsons & Co. Ltd exception is not a rarity. Although the
claimant must normally show that mutual confidence still exists, this is not
inevitably precluded by the fact that the employer opposes the claim. It suffices to
establish that the employer has no rational ground to lack confidence as where
there has been no friction at the workplace.

Spry at pp.120-121 deals with the exceptions to the general principle in the
following manner. He states that

‘for contracts of employment the policy against specific performance is particularly strong
and can be outweighed only by very exceptional circumstances. Such circumstances are
more readily found where a relationship of mutual confidence subsists between the parties.
So specific performance has been awarded in a case where both the employer and the
employee wished the employment to be continued, but the employer had been coerced by a
union [Hill v. C.A. Parsons & Co. Ltd] Further, it has been held that where a dispute resolution
procedure is laid down in a contract of employment, the parties may be required to adhere
to that procedure. Further, special considerations arise where the contract is governed by
legislative or regulatory provisions that provide that the employment should be
maintainable by one party or by both parties or where it is sought to restrain the wrongful
exclusion of a person from an office [K.D. Ewing [1993] Cambridge Law Journal 405].
Further, a different position arises where two persons agree that one of them will keep an
office or employment filled, by for example employing a suitable person from time to time,
such as a caretaker manager; for in these circumstances it may be appropriate to order
specific performance of the agreement even although the contract of employment of the
other person is not itself enforceable in specie [Posner v. Scott- Lewis (supra) cf Ryan v.
Mutual Tontine (supra)]. Further, if an agreement to employ is merely an element of a
larger contract, for the remainder of which specific performance is appropriate, the most just
course may be to order specific performance of the contract in its entirety, even although if

14 See Pettit, at p.658.

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the agreement to employ had stood alone its performance would not have been enforced in
specie [C.H.Giles & Co. Ltd v. Morris 1 W.L.R 307 at 317-318].’

Partnerships
Courts of equity do not ordinarily enforce by orders of specific performance, the
maintenance of partnerships. Giffard VC stated in Scott v. Rayment (1868) L.R. 7
Eq.112 at p.115 that ‘I do not hesitate to say, that as a general rule the court will not
decree specific performance of an agreement to perform and carry on a partnership.
There may be exceptions, but very limited exceptions, to that rule, such, for instance,
as the court going the length of decreeing the execution of a deed.’ The
considerations underlying this rule are not merely based on difficulties of enforcing
the rights of the parties, for the refusal to intervene also depends on the
undesirability, as a matter of policy, that unwilling persons should, despite their
opposition, be obliged to maintain confidential and intimate relationships.
Exceptional circumstances may warrant a decree of specific performance similar to
those relating to contracts of employment.15

Contracts requiring supervision

The general principle is that a court will not grant specific performance where the
order would require constant supervision by the court: see Ryan v. Mutual Tontine
Westminister Chambers Association [1893] 1 Ch.116. In that case, the court
refused to enforce a covenant in a lease by the landlord to employ a resident porter
since, as Lord Esher M.R. said:

‘The circumstances of any breach that take place may alter from day to day, and if specific
performance of such a contract were ordered the constant superintendence of the court
would be required. Such superintendence cannot be given, and this is a sufficient ground
why the court cannot grant specific performance.’

Blackett v. Bates (1865) L.R.1 Ch. App. 117 (maintenance of a railway); Joseph v.
National Magazine Co. [1959] Ch. 14; Re C (A Minor) [1991] 2 F.L.R.168
(schooling). The reason is that supervision would be impracticable. Equity does
nothing in vain; and will not issue orders which it cannot be certain to enforce.16

Spry suggests that the courts have gradually resiled from an inflexible
position that a court of equity will not as a rule, enforce contracts of personal service
or any other contract the execution whereof would require continued
superintendence by the court. According to Spry, the better view can be stated as
follows:

‘In ordering specific performance the court bears in mind that applications may later be
made to it for the enforcement of its order or for the further definition of the obligations of

15See Spry, at pp.122-123; Pettit, at p.665.

16See Hanbury & Martin, Modern Equity, 18th ed. (Jill Martin, ed.) (London: Sweet & Maxwell,
Thomson Reuters, 2009), at p.763.

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the parties; in very exceptional cases obligations under a contract may be so complex or
unclear that they lead the court to conclude either that it would burden itself excessively if it
ordered specific performance, in view of the prospect that subsequently it would be required
from time to time to define the obligations of the parties or else would be required to
determine from time to time whether complex or imprecisely defined obligations have been
performed, or else that it would involve undue hardship on the defendant to require him to
perform terms which are complex or burdensome or are not clearly defined and in breach of
which he might find himself liable to the process of the court on the ground of contempt.
Questions of degree are involved, and the preparedness of the court to order specific
performance in cases involving difficulties of these kinds depends on such considerations as
hardship and prejudice to the parties and especially on the extent to which the plaintiff will
be prejudiced if he is confined to damages. Not unnaturally, in borderline cases it may be
difficult to determine in which way the discretion of the court should be exercised. The court
may, where appropriate, require further information to be provided in order to enable
difficulties of performance or enforcement to be assessed.17

Hanbury & Martin at p.763 (like Spry) suggest that an important question is
whether there is a sufficient definition of what has to be done in order to comply
with the order of the court: Tito v. Waddell (No.2) [1977] Ch.106 at 322, per
Megarry VC. In Posner v. Scott-Lewis [1987] Ch 25; (1987) 46 C.L.J.21 (G. Jones)
a lease contained a landlord’s covenant to employ a resident porter, whose duties
were to clean the common parts, to look after the heating and to carry rubbish to the
dustbins. Specific performance of this covenant was granted to procure the
appointment of a porter (the earlier decision to the contrary in Ryan v. Mutual
Tontine Westminster Chambers Association [1893] 1 Ch 116 was difficult to
distinguish and the authority of which has been weakened by later decisions such as
Giles (C.H.) & Co. Ltd. v. Morris [1972] 1 W.L.R.307 at 318; Shiloh Spinners Ltd. v.
Harding [1973] A.C. 691 at 724; Tito v. Waddell (No.2) [1977] Ch. 106 at 321).

Relevant questions are (1) was there a sufficient definition of what had to be
done? (2) would an unacceptable degree of superintendence be involved? (3) what
would be the respective hardship to the parties if the order was made or refused?
The answer to these questions supported a grant of specific performance in Posner;
the remedy of damages being inadequate.18

In Beswick v. Beswick (supra), specific performance was ordered of a

contract to make regular payments to the claimant for life. In Sky Petroleum Ltd. v.
VIP Petroleum Ltd. [1974] 1 W.L.R.576, an interlocutory injunction, which was
regarded as tantamount to specific performance, was granted to enforce the
defendant’s obligation to supply petrol regularly to the claimant. See also, the dicta
of Goulding J, at pp.578-579.

17 See Spry, at pp.104-105 (notes excluded).

18 See Hanbury & Martin, at pp.763-764.

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It should be noted that specific performance is likely to be granted in spite of

supervision difficulties, against a defendant who has had some or all of the benefit to
which he was entitled under the contract: Tito v. Waddell (No.2) (supra) at p.322.

In Co-operative Insurance Society Ltd. v. Argyll Stores (Holdings) Ltd.

[1998] A.C.1 the question was whether specific performance should be granted of a
covenant in a lease of a supermarket (which was the focal point of a shopping
centre) to keep open during the usual hours of business. The supermarket had been
trading at a loss and the lease had 19 years to run. The HL, reversing the CA rejected
the landlord’s claim for specific performance even though any damages would be
difficult to quantify. Although the breach was deliberate, specific performance
would be oppressive to the tenant, whose loss in complying might be far greater
than the loss to the landlord should the covenant be broken. Further, the covenant
was not sufficiently certain for an order of specific performance.

Hanbury & Martin state that ‘as in the analogous sphere of mandatory
injunctions, it was not in the public interest to require the carrying on of a business
at a loss if there was some other plausible means of compensation…The decision
was broadly welcomed in view of the undoubted difficulties of supervision, but
another view is that the House of Lords failed to liberalise the principles of specific
performance and to grant an effective remedy to a landlord who was likely to be
‘short-changed’ by any award of damages.’19

Construction cases
The court does not, as a rule, order specific performance of a contract to build or
repair (see Haywood v. Brunswick Building Society (1881) 8 Q.B.D.403), but there are
exceptional cases. See Wolverhampton Corp v Emons [1901] 1 K.B. 515, per
ROMER L.J., at pp.524-525, as follows:

‘The question, which is not free from difficulty, is whether, under the circumstances of this
case, an order for specific performance should be made in favour of the plaintiffs. There is no
doubt that as a general rule the Court will not enforce specific performance of a building
contract, but an exception …[to] the rule has been recognised. It has, I think, for some time
been held that, in order to bring himself within that exception, a plaintiff must establish
three things. The first is that the building work, of which he seeks to enforce the
performance, is defined by the contract; that is to say, that the particulars of the work are so
far definitely ascertained that the Court can sufficiently see what is the exact nature of the
work of which it is asked to order the performance. The second is that the plaintiff has a
substantial interest in having the contract performed, which is of such a nature that he
cannot adequately be compensated for breach of the contract by damages. The third is that
the defendant has by the contract obtained possession of land on which the work contracted
is to be done. The rule on this subject is stated by Fry L.J. in his work on Specific
Performance, 3rd ed. pp. 44, 45, in substantially the same terms as those in which I have just
stated it. The question is whether the plaintiffs in this case have brought themselves within
the exception so stated. In my opinion they have.’

19 See Hanbury & Martin, at p.764 referring to A Tettenborn [1998] Conv.23.

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With respect to these exceptional cases, Spry, at p.114 states as follows:

‘Unfortunately there has been a tendency…to seek to explain particular cases where specific
performance is granted by reference to more specific subsidiary rules, which are said to have
crystallized general equitable principles and to have rendered then pro tanto [to that extent]
more restricted. [This was the case, for example, in Wolverhampton Corporation v.
Emmons [1901] 1 K.B.515 and others] Nonetheless the formulation of subsidiary inflexible
rules, which is so often availed of in courts of law, is peculiarly ill-fitted to the practice of the
courts of equity, which are concerned with general application of fundamental discretionary
considerations. It is not surprising that none of the particular rules that it has …attempted to
set up as applicable to building cases has been found to be satisfactory; and it is accordingly
necessary …to resort to general principles.’

Romer L.J. in Wolverhampton Corporation v. Emmons (supra) sets out

three separate conditions that he apparently regarded as both necessary and
sufficient to overcome difficulties in enforcement or supervision of performance, as
stated above, namely that, first the building work of which the claimant seeks to
enforce the performance, is defined by the contract; that is to say, that the
particulars of the work are so definitely ascertained that the court can sufficiently
see what is the exact nature of the work of which it is asked to order the
performance. The second is that the plaintiff has a substantial interest in having the
contract performed, which is of such a nature that he cannot adequately be
compensated for breach of the contract by damages for the defendant’s failure to
build (for example). The third is that the defendant has by the contract obtained
possession of land on which the work is contracted to be done so that the claimant
cannot employ another person to build without committing a trespass. Spry, at
p.114, considers these conditions too rigid.

Condition 1: There is no doubt that the extent of uncertainty or

indefiniteness of contractual obligations is relevant. Whether there is sufficient
indefiniteness to prevent the ordering of specific performance involves a matter of
degree where what is in question is the extent of the possible burden of
enforcement that may be assumed by the court and the extent of hardship that may
be caused to the defendant, whose defaults may involve him in contempt of court.
Possible hardship to the defendant, in the context of the uncertainty of his
obligations, is balanced against the hardship that may be caused to the plaintiff if
specific enforcement is refused. A minimum degree of certainty is necessary, that is,
the obligations in question must be at least so clear that it will be possible for the
court at any later application, upon the proper presentation of evidence, to
determine whether the acts of the parties do or do not amount to due performance.
The better view, according to Spry, p.115, note 10, is that this minimal equitable
requirement corresponds with the relevant legal requirement for the purpose of
establishing the existence of a valid contract. Although it is possible to point to rare
cases where specific performance has been refused because apparently these
minimal requirements of certainty have not been satisfied, it is not possible to

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define a degree of certainty, clarity or definiteness that is appropriate to all

agreements for the construction of buildings. What is appropriate depends on the
particular circumstances in question, and reference must be made to general
equitable considerations, and especially to hardship caused by the grant or refusal
of relief, as the case may be. In addition, obligations that were at their inception so
uncertain that specific relief would have been refused may subsequently be affected
by acts of the parties by which they become more definite, such as when a detailed
plan is drawn up and consented to so as to bind both parties: Wolverhampton
Corporation v. Emmons (supra) and Carpenters Estates Ltd. v. Davies [1940]
Ch.160.20

Condition 2: The ‘substantial interest in the contract’ requirement is no

different from the general principle that specific performance will be granted where
damages will be an inappropriate remedy. The requirement of the
inappropriateness of damages in this context may however, assume special
importance, for some building works may be as well performed by one builder as by
another, and therefore damages may be an adequate compensation unless for
example, a particular skill or particular materials are possessed by the defendant or
he alone has access to the land on which the building work is to be performed or
there is another reason why the plaintiff would not be in as good a position in all
respects if left to remedies at law. The extent to which a plaintiff may be worse off if
left to a remedy in damages is important when questions of hardship to the parties
are being considered by the court in exercising its discretion, and the balance of
justice will more readily incline in favour of specific performance if the plaintiff
would be greatly prejudiced if confined to damages. ‘(Here it may differ markedly,
according to whether it is the one party or the other who seeks relief, and the fact
that one party would be denied specific performance on discretionary grounds does
not prevent its grant to the other party in appropriate circumstances.)’21

Hanbury & Martin, at p.765 state that historically, the “balance of

convenience” principle originates in a series of cases relating to the early days of
railways: see Ryan v. Mutual Tontine Westminster Chambers Association [1893]
1 Ch 116 at 128, Kay, L.J. as follows:

‘Ordinarily the Court will not enforce specific performance of works, such as building works,
the prosecution of which the Court cannot superintend; not only on the ground that damages
are generally in such cases an adequate remedy, but also on the ground of the inability of the
Court to see that the work is carried out: Blackett v. Bates; Powell Duffryn Steam Coal
Company v. Taff Vale Railway Company. An exception to this rule has been established in
cases where a railway company has taken lands from a landowner on the terms that it will
carry out certain works. In those cases, because damages are not an adequate remedy, the
Court has gone to great lengths, and has granted specific performance of the definite works

20 See Spry, at pp.115-116.

21 See Spry, at p.117.

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— they must be definite works — which the company that has taken the lands has
contracted to do.’

Therefore, where a railway was built through a farmer’s land and the railway
company undertook to provide a bridge or tunnel to connect the separated parts of
the farmer’s land, it would have been most unjust to leave the farmer to a remedy in
damages.

Condition 3: This condition, namely that the defendant has by the contract
obtained possession of land on which the work is contracted to be done, should not,
according to Spry, p.117, be regarded as a general requirement, and is really a single
example of the second condition, that is, that damages will be an inadequate
remedy. This condition, according to Hanbury & Martin, at pp.765-766, has been
extended in Carpenters Estates v. Davies [1940] Ch.160 where Farwell J. held that it
was sufficient that the defendant was in possession of the land, whether he came in
by the contract or not. The defendant’s possession is a material factor for the
claimant cannot then enter to perform the construction or repair work
himself/herself, although Spry, at p.117, suggests that the preferable view is that
specific performance may be appropriate even where the defendant does not have
possession of the land on which the building work is to be carried out.

Spry at pp.118-119 makes three additional observations with regard to

specific performance of construction contracts, namely,
1. Courts ordering specific performance of building agreements have been
influenced by the fact that there has been partial performance of the agreement in
question, of which the defendant has gained the benefit;
2. Romer LJ’s test is too restrictive and may be inaccurate insofar as it
suggests that enforcement in specie is always appropriate if three conditions there
set out are satisfied; and
3. In regard to lessee’s covenants to build or repair a distinction was drawn
in early cases whereby the latter (that is, covenants to repair) were said not to be
enforceable. However, the better view is that although damages are sometimes an
adequate remedy for covenants to repair, whether or not this is so in any particular
case depends upon the precise circumstances in question; and in appropriate cases,
specific performance may be ordered. In Rainbow Estates Ltd. v. Tokenhold Ltd.
[1999] Ch. 64, the property in question was in serious disrepair and deteriorating
but the lease contained no right of forfeiture nor any right for the landlord to have
access to do the repairs at the tenant’s expense. The schedule of works was
sufficiently certain to be enforceable.

Contracts wanting mutuality

Hanbury & Martin state that ‘it has been seen where specific performance may be
ordered in favour of a purchaser or lessee, the remedy will be available also in
favour of the vendor or lessor. Such a person [that is, the vendor or lessor] can
compel the other party to take the property even though in many cases an award of

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damages would be adequate compensation for his loss. He can obtain specific
performance under the principle of mutuality.’22

A similar principal applies to deny specific performance, on grounds of lack

of mutuality, where the situation is one in which that remedy could not be available
to the other party.23 In other words, specific performance will not be granted unless
the remedy is mutual, that is if by reason of personal incapacity, the nature of the
contract or any other matter, A cannot obtain specific performance against B, then B
will not be granted specific performance against A even though, taking A’s obligation
by itself (all other matters aside), this would be an appropriate remedy. (Pettit,
p.660). Per Goff LJ, the defence of mutuality may be waived Price v. Strange [1977]
3 All E.R.371 at 384.

Note that a minor cannot obtain a decree of specific performance (Flight v.

Bolland (1828) 4 Russ 298) for specific performance cannot be decreed against him
(Lumley v. Ravenscroft [1895] 1 QB 683, CA) and the claimant against whom
specific performance should not be decreed because his obligation is to do
something of a personal or a continuous nature cannot obtain specific performance
even though this is prima facie appropriate to the defendant’s obligation: Page One
Records Ltd. v. Britton [1967] 3 All E R 822.

Snell, at pp.485-486, suggests that the more recent approach is to regard

want of mutuality as a discretionary, not absolute bar to specific performance. The
court considers the defence on the facts and circumstances of the case as they exist
at the hearing, albeit in the light of the whole conduct of the parties in relation to the
subject matter, and in absence of any disqualifying circumstances the court will
grant specific performance if it can be done without injustice or unfairness to the
defendant. In particular, if the claimant has performed all his obligations under the
contract, specific performance can be decreed against the defendant: Kirkland v. Bird
(1968) 112 S.J. 440 (option to purchase land in return for personal services;
services performed).

Also, in Price v. Strange (supra), if the defendant has stood by and allowed
the claimant to carry out an appreciable part of the contract, he will have created an
equity which disables him from asserting want of mutuality; and if the defendant
has himself performed part of the claimant’s obligations (for example, to do building
work), the claimant may nonetheless obtain specific performance subject to a
financial adjustment to compensate the defendant.

The time of relevance in mutuality

In Price v. Strange (supra), as noted above, the defendant orally agreed to grant the
claimant a new underlease at an increased rent of the maisonette in which the

22 See Hanbury & Martin, at p.772.

23 ibid.

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claimant was living in consideration of the claimant executing certain repairs to the
interior and exterior of the building in which the maisonette was situated. The
claimant completed the interior repairs, but was not allowed to carry out the
external repairs because the defendant repudiated the agreement and had the
exterior repairs done at her own expense, nevertheless accepting rent at the
increased rate for some months. The claimant’s specific performance action was
dismissed at first instance on the ground that the remedies were not mutual at the
date of the contract, since the claimant’s obligations to execute the repairs could not
be specifically enforced. The decision was unanimously reversed by the CA where
Buckley LJ stated

‘The time at which the mutual availability of specific performance and its importance must
be considered is, in my opinion, the time of judgment, and the principle to be applied can, I
think, be stated simply as follows: the court will not compel a defendant to perform his
obligations specifically if it cannot at the same time ensure that any unperformed obligations
of the plaintiff will be specifically performed, unless, perhaps damages would be an adequate
remedy to the defendant for any default on the plaintiff’s part.’

Although all the agreed repairs had been done, they had not been done by the
claimant. It was held that the claimant should nevertheless succeed for the failure of
the claimant to do the work was not due to any default of his, but to the defendant’s
unjustified repudiation of the contract. It was only equitable, however, that specific
performance should be ordered on terms that the claimant should pay the
defendant proper compensation for the work done by her: see Price v. Strange
(supra)

Divisibility of contracts
The general rule, as stated in Merchant’s Trading Co v. Banner (1871) LR 12 Eq 18 at
23 is that a contract cannot be specifically performed in part; it must be wholly
performed, or not at all.

However, a contract may be divisible, containing what in substance are two

or more contracts. If one or more of these cannot be specifically enforced, a decree
may still be granted for the remainder, possibly accompanied by compensation for
breach of the obligation that cannot be enforced, unless the obligations are
interdependent: Ogden v. Fossick (1862) 4 De GF & J 426; Ryan v. Mutual Tontine
Westminster Chambers (supra).

Suppose that a contract contains two terms, under one of which X is obliged
to perform an act for which, taken by itself, specific performance would be an
appropriate remedy, and under the other he is obliged to do an act of a personal
nature, for which it is not. Here the rule, mentioned above, as stated in Merchant’s
Trading Co v. Banner (1871) LR 12 Eq 18 at 23, is that a contract cannot be
specifically performed in part; it must be wholly performed, or not at all. In Ogden v.
Fossick (1862) 4 De GF & J 426, an agreement was entered into between Fossick

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and Ogden that Fossick should grant Ogden a lease of a coal wharf at a certain rent
and should be employed throughout the tenancy at a salary of £300 per annum plus
a commission on the coal sold at the wharf. Although the first part of the agreement
was typical of matter of which specific performance is decreed, this remedy was
refused on the ground that it was inseparably connected with the second part of the
agreement which was clearly of the kind of which specific performance is not
granted. It is an a fortiori case where the term sought to be enforced by specific
performance (and which can be enforced by specific enforcement) is merely an
ancillary or subsidiary term of a contract, the principal (or main) terms of which are
unenforceable by specific performance: South Wales Rly Co v. Wythes (1854) 5 De
GM & G 880; Brett v. East India and London Shipping Co Ltd (1864) 2 Hem & M 404.24

Again, where some of the terms of an agreement are legal and the others are
illegal, the court will sometimes specifically enforce the terms which are legal if the
illegal terms are clearly severable, although serious illegality will taint the whole
agreement and prevent severance.25

Although it was said in a number of early cases that courts of equity will not
order specific performance of part only of a contract, this limitation has no basis in
principle, and it is now accepted that in a number of diverse circumstances partial
enforcement in specie is appropriate. In such cases legal or equitable damages may
usually be obtained in respect of the unperformed, non-specifically enforceable
terms. (Spry, p.109)

There is an exception or apparent exception to the traditional rule (that

specific performance will not be granted in relation to part only of a contract) where
the contract is divisible, as stated above, that is where, on its true construction,
there is not one contract containing two or more parts, but two or more separate
agreements. 26 In such a case, specific performance will lie in appropriate
circumstances for breach of a separate agreement: Wilkinson v. Clements (1872) 8
Ch App 96. Mellish LJ observed that as a general rule, all contracts must be
considered as entire and indivisible: Wilkinson v. Clements (supra) at p.110. Where,
however, property is sold in separate lots, specific performance can normally be
obtained in relation to one lot, even though it may be unobtainable in relation to the
others: see Lewin v. Guest 38 E.R. 126, where it was held that A person, who
purchases two lots, is not justified in refusing to perform his contract for the
purchase of the second lot, because a good title is not shown to the first lot.

Impossibility of performance
There is a distinction between cases where performance is impossible and cases
where performance would be futile. Questions of impossibility of performance arise

24 See Pettit, at p.663.

25 See Snell’s Equity, at p.487.
26 See Pettit, at p.663.

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where there is a prospect that it will not be within the power of the defendant to
comply with the proposed order of the court. The impossibility of performance of
one term of a contract may, in some cases, be seen as a matter of construction to
involve a failure of a condition precedent to obligations to perform some or all of the
remaining terms, and here it is not by reference to any special equitable doctrine
that specific performance will be refused, but simply by reason of the absence of the
material contractual obligations.27

Nevertheless, it is clearly established that the courts will not require that to
be done which cannot be done: see Ferguson v. Wilson (1866) L.R. 2 Ch.77 where an
application to the court for specific performance of the allotment of shares of a
company could not be granted because all available shares were already allotted at
the time of the application.28

Futility of performance
A court of equity will not make any order in vain or in the context of a decree of
specific performance, a court of equity will not make such an order if performance
would be futile. So it has been said that where there is a contract to execute a
partnership deed, and the partnership is determinable at will, specific performance
will be refused, since if a deed were executed, the defendant nonetheless would be
able to dissolve the partnership forthwith, and specific performance would not
therefore be more substantially advantageous than damages at law: Hercy v. Birch
(1804) 9 Ves.357, 32 ER 640. (Note the counter arguments in Spry, pp.134-135)

Regarding the grant of specific performance of agreements to enter leases for

short terms, it has been argued that damages provided an adequate remedy because
an order for specific performance would be of little use to the plaintiff. Although it
has been held that an agreement to enter into a yearly tenancy is, in appropriate
cases specifically enforced: Lever v. Koffler [1901] 1 Ch 543; it was formerly believed
that an agreement to enter into a lease for a year or less would be left to be enforced
at law. In older cases where specific performance was refused of agreements for
leases for a day or for several days, reliance was placed both on the smaller
detriment or prejudice that was said to be involved and on difficulties of obtaining
relief sufficiently quickly as a matter of procedure. But there has been a general
tendency for the courts to become more ready to enforce in specie agreements to
grant interests or enter into leases for short periods. So, it has been established in
principle that agreements for the acquisition of interests in land are specifically
enforceable, damages not being regarded as an adequate remedy. It now appears
that specific performance may properly be granted of contracts to enter leases or to
grant interests for a very short time.29 This is provided of course that the action is
heard before the agreed term has expired. Otherwise, the claimant will be left to

27 See Spry, at pp.127-128.

28 See Spry, at p.128.
29 ibid., at pp.135-136.

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such other remedies as may be appropriate, for example, a declaration or an order

for payment of rent or return of a deposit.30

In Verrall v. Great Yarmouth Borough Council [1981] QB 202, [1980] 1

All ER 928, it was held that there was no reason why the court should not order
specific performance of a contractual licence of short duration (two days) and the
same principle must apply to an agreement for a lease for a short term. In that case,
the defendant council had granted a contractual licence to the National Front to
occupy its premises for two days (on a date which had not yet occurred) for an
annual conference. The defendant wrongfully repudiated the contract, but sought to
avoid specific performance, partly on the ground that the licence was a transient
interest. This argument was rejected by the CA. It was held that there was no reason
why the court could not order specific performance of a contractual licence of a
short duration.

Agreements without consideration

An applicant for specific performance of a contract must be able to show that he had
provided valuable consideration: Penn v. Lord Baltimore 91750) 1 Ves Sen. 444
at 450, 27 E.R.1132 at 1136. It is not sufficient to establish that the agreement to be
enforced has been made under seal (and therefore requiring no consideration). In
other words, specific performance will not be awarded to a volunteer.31 (See
Jeffreys v. Jeffreys (1841) 1 Cr & Ph 138).

Nominal consideration will, in some circumstances, suffice: Mountford v.

Scott [1975] Ch 258.

Spry, at p.57 states that ‘the fundamental principle that underlies this
restriction is that courts of equity have not regarded the mere giving of a promise by
the defendant as itself creating a situation where it would be unconscionable that
the promise should not be performed. It is the provision of something of value that
renders a failure to perform so unconscionable that enforcement may be obtained in
specie if it is otherwise appropriate.’ Courts of equity have found it to be, in general,
appropriate to adopt as a criteria of the sufficiency of consideration for the purposes
of proceedings for specific performance, the criteria of the sufficiency of
consideration adopted by courts of law.

As at law and in equity, the lack of consideration of the required nature is one
thing, but the extent or value of consideration is altogether another thing. Provided
that what has been given or promised is something that is of value so as to amount
to consideration at law, specific performance will not be denied in equity merely

30 See Snell’s Equity, at p.483.

31 See Snell’s Equity, at p.483.

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because its value is less than might be expected or is inappropriate or even

exiguous/small/scanty: Mountford v. Scott [1975] Ch 258.32

Further, where no consideration has been provided by a person to be

benefited by an agreement, a party who has provided consideration may be able to
obtain specific performance, whereby that other person will benefit in accordance
with the agreement: Beswick v. Beswick [1968] A.C. 58.33

Resources
Hanbury & Martin, Modern Equity – Chapter 24
Hayton & Mitchell – Chapter 17 (pp.722-747)
Meagher, Gummow & Lehane’s, Equity – Chapter 20
Pettit – Chapter 28
Snell’s Equity – Chapter 17
Spry, Equitable Remedies – Chapter 3

TUTORIAL QUESTIONS

1. ‘Equity, like nature, does nothing in vain. It proceeds like “a wise parent dealing
with his children; it is best not to issue orders unless you can be absolutely sure of
effecting compliance.”’

Discuss with reference to specific performance.

2. ‘It is settled law that contracts which are personal in nature or which involve the
performance of personal services will not be specifically enforced.’

Discuss.

3. Cynthia entered into a lease of a flat in Woodbrook Place on the 10th floor of a
building built two years ago. The service contract requires Liftbuilders Ltd., the
landlord, to undertake external building repairs, to have the outside of the windows
cleaned once a month, and to install an elevator within a reasonable period of time.

A recent tropical storm dislodged parts of the roof, and rain now leaks into Cynthia’s
flat. Despite Cynthia’s requests, the roof has not been repaired. The windows are
never cleaned, and the elevator has not been installed.

Advise Cynthia of any equitable remedies that might be available to her.

32 See Spry, at pp.58-59.

33 See Spry, at p.59.

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4. Quincy, an artist, agrees with Ronnie, who is fifteen years old and a well-known
calypso singer, to paint his portrait for $25,000. When the painting is complete,
Machelin, a musicologist and fan of Ronnie, offers Quincy $50,000 for the painting.
Quincy, who is ill, in need of medical care and in severe financial difficulties, accepts
Machelin’s offer.

Advise Ronnie about the availability of the remedy of specific performance against
Quincy.

5. The fee simple title of Animal Farm was vested in Gloria; but she did not reside on
the farm. She entered into an oral agreement with her son Seth, under which he was
to take up residence with his family on the farm, and work and manage the farm for
eight years. After this period, half of the farm was to be sold and transferred to him.
It was also agreed that the proceeds from the sale of the farm products were to be
paid to Gloria, who was to apply all such receipts, first, in payment of his and her
individual living expenses; and, second, in payment of the interest and principal on
the mortgage for the farm. It was also part of the agreement that Seth would have
the option to purchase the other half of the farm for the sum of $800,000 after the
eight-year period, if he so desired. In accordance with the terms of the oral
agreement, Seth and his family assumed residence on the farm. He worked and
managed the farm for two (2) years; after which period, Gloria brought an action
against him to recover possession of the farm. Seth, in his defence, filed a
counterclaim for specific performance of the agreement.

Assess the prospects of the success of Seth's counterclaim for specific performance.

Dr. Sharon B. Le Gall

Student use only
February, 2020

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