Specific Performance of a Contract

What is specific performance of a contract?  

Specific performance of a contract is a legal remedy that may be available to a party when the other party breaches the agreement by failing to perform their obligations. Rather than seeking monetary damages, the party seeking specific performance asks the court to order the other party to fulfill their contractual obligations as promised. 

In other words, specific performance is a court order that requires a party to carry out the precise terms of the contract. For example, if the contract involves the sale of a specific piece of property, specific performance would require the seller to transfer ownership of the property to the buyer rather than simply paying damages to the buyer for breach of contract. 

Parties often seek specific performance in cases where the contract’s subject matter is unique or monetary damages would not adequately compensate the injured party. This remedy is typically only available when no other remedy, such as monetary damages, sufficiently compensates the injured party. 

Need help with a situation that might involve the specific performance of a contract? Schedule your consultation today with a top business litigation attorney.  

What legal issues typically arise related to specific performance of a contract?   

The following disputes are among the most common regarding the specific performance of a contract:  

• Validity of the contract: The party seeking specific performance must establish the contract is valid and enforceable. If there are any issues with the formation or validity of the contract, it may not be possible to seek specific performance. 
• Breach of contract: The party seeking specific performance must also show that the other party has breached the agreement by failing to perform their obligations. A breach is sometimes challenging to prove, and the breaching party may argue that they have not breached the contract or that there was a legitimate reason for their failure to perform. 
• Adequacy of monetary damages: Specific performance is typically only available if monetary damages would not adequately compensate the injured party. Therefore, the party seeking specific performance must demonstrate that no other adequate remedy is available. 
• The practicality of specific performance: In some cases, ordering specific performance may not be practical or feasible. For example, suppose the subject matter of the contract is unique, or the party required to perform the contract has already destroyed or disposed of the subject matter. In that case, specific performance may not be possible. 
• Enforcement of the court order: Even if a court orders specific performance, there may be challenges in enforcing the order. For example, the breaching party may still refuse to perform their obligations even after a court order, and it may be difficult to compel them. 

What are relevant laws related to specific performance of a contract in Florida? 

• Florida Statutes Section 672.716 – Details about when specific performance is available, including when goods are “unique or in other proper circumstances.” 
• Florida Statutes Subsection 95.11(5)(a) – The statute of limitations for the specific performance of a contract is one year. 

Florida courts have provided examples of when specific performance might be available as an equitable, including the following:  

• Real estate disputes: Specific performance is often an appropriate remedy in real estate disputes because many real estate claims usually can’t be compensated monetarily. See Invego Auto Parts, Inc. v. Rodriguez, 34 So.3d 103 (Fla. 3d DCA 2010) 
• Purchase and sale agreements: The agreement to purchase a business, for example, has been held to be unsatisfactorily remedied by monetary damages. See Hogan v. Norfleet, 113 So.2d 437 (Fla. 2d DCA 1959). 

What is required to prove a case of specific performance of a contract in Florida? 

To prove that specific performance is the proper remedy, the plaintiff must allege that:  

• The plaintiff and defendant are parties to a contract; 
• The plaintiff performed its obligation under the contract or is ready, willing, and able to perform; 
• The defendant refused to fulfill its obligation under the contract; and 
• No adequate remedy at law exists. 

When a set of facts is appropriate to meet the requirements of the specific performance of a contract, there are many paths a claimant may take. We are value-based attorneys at Jimerson Birr, which means we look at each action with our clients from the point of view of costs and benefits while reducing liability. Then, based on our client’s objectives, we chart a path forward to determine if the specific performance of a contract is an appropriate remedy.  

To see what actions may be available for your unique situation, please contact our office to set up your initial consultation. 

What are common defenses to specific performance of a contract in Florida? 

The primary defenses to the specific performance of a contract in Florida include the following:  

• Impracticability: The court may not grant the remedy if specific performance is impractical or impossible. 
• Statute of limitations: The defendant could allege that the statute of limitations of 1 year has passed, so specific performance is no longer applicable. 
• Adequate remedy at law: If monetary damages would adequately compensate the injured party, the court may refuse to grant specific performance. 
• Mutual mistake: If both parties were mistaken about a material fact at the time of the contract’s formation, the court might refuse to grant specific performance. 
• Fraud, coercion, or undue influence: If the contract’s formation included fraud, coercion, or undue influence, the court might refuse to grant specific performance. 
• Statutory prohibition: Florida law may preclude specific performance in certain contractual situations, such as contracts for personal services or the sale of goods. 

One core strategy for defending against the implementation of specific performance is showing there is another adequate remedy at law that should apply instead. For example, the defendant could show this by alleging the item or transaction is not unique enough to require specific performance.  

Another core strategy for defending against the implementation of specific performance is saying that it would be impractical. The defendant could show this by providing evidence that the task can no longer be carried out because the item no longer exists or there was a death related to the performance. 

To see what defenses may be available for your unique situation, please contact our office to set up your initial consultation. 

Have more questions about a specific performance of a contract-related situation?  

Crucially, this overview of the specific performance of a contract does not begin to cover all the laws implicated by this issue or the factors that may compel the application of such laws. Every case is unique, and the laws can produce different outcomes depending on the individual circumstances. 

Jimerson Birr attorneys guide our clients to help make informed decisions while ensuring their rights are respected and protected. Our lawyers are highly trained and experienced in the nuances of the law, so they can accurately interpret statutes and case law and holistically prepare individuals or companies for their legal endeavors. Through this intense personal investment and advocacy, our lawyers will help resolve the issue’s complicated legal problems efficiently and effectively. 

Having a Jimerson Birr attorney on your side means securing a team of seasoned, multi-dimensional, cross-functional legal professionals. Whether it is a transaction, an operational issue, a regulatory challenge, or a contested legal predicament that may require court intervention, we remain a tireless advocate every step of the way. Being a value-added law firm means putting the client at the forefront of everything we do. We use our experience to help our clients navigate even the most complex problems and come out the other side triumphant. 

If you want to understand your case, the merits of your claim or defense, potential monetary awards, or the amount of exposure you face, you should speak with a qualified Jimerson Birr lawyer. Our experienced team of attorneys is here to help. Call Jimerson Birr at (904) 389-0050 or use the contact form to set up a consultation.