Specific Performance

A plaintiff seeking specific performance of a contract must have contracted in GOOD FAITH. If the plaintiff has acted fraudulently or has taken unfair advantage of superior bargaining power in drafting extremely harsh contract terms with respect to the defendant, the plaintiff has thereby contravened the doctrine of clean hands. Under that doctrine, the court will deny relief to a party who has acted unjustly in regard to a transaction for which that party is seeking the assistance of the court.

A classic example of the clean hands doctrine involved Charles Flowers, an outstanding college football player who was drafted by the New York Giants and Los Angeles Chargers. In November 1959, he signed to play football with the Giants. According to the college rules, however, any player who signed a contract to play for a professional team was ineligible for further intercollegiate games. Because Flowers wanted to play in the Sugar Bowl on January 1, 1960, he and the Giants agreed to keep his signing of the contract confidential, deceiving his college, the opposing team, and the football public in general. One of the terms of the contract provided that it was binding only when approved by the commissioner of football. Part of the plan was that the contract would not be submitted for approval until after January 1. Flowers subsequently attempted to withdraw from the contract, but the Giants promptly filed it with the commissioner, who approved it on December 15. Public announcement was withheld until after January 1.

On December 29, Flowers negotiated a better contract with the Chargers and signed it after the Sugar Bowl game. He notified the Giants on December 29 that he was withdrawing from his contract with them and returned his uncashed bonus checks. The Giants sought specific performance of their contract with Flowers. The court denied relief because the Giants did not come into equity with clean hands (New York Football Giants, Inc. v. Los Angeles Chargers Football Club, Inc., 291 F.2d 471 [5th Cir. 1961]).

Equitable relief will be denied to anyone who has acted unjustly or with bad faith in the matter in which she seeks relief, irrespective of any impropriety in the behavior of the defendant. The misconduct does not necessarily have to be of such nature as to be punishable as a crime or to justify any legal proceedings. Any intentional act concerning the CAUSE OF ACTION that violates the standards of fairness and justice is sufficient to prohibit the granting of equitable relief. The Giants club accepted from Flowers what it claimed to be a binding contract, but it agreed that it would represent to the public that there was no contract in order to deceive others who had a material interest in the matter. If there had been a straightforward execution of the contract, followed by its filing with the commissioner, none of these legal problems would have existed. The Giants created the situation by their devious conduct and, therefore, had no right to obtain relief from a court of equity. The court refused to specifically enforce the contract.

At all times, a plaintiff must be willing to "do equity," which means that the plaintiff must fulfill whatever equitable obligations the court imposes upon her in order to do what is just and fair to the defendant. A person will be granted specific performance only if that person has done, has offered to do, or is ready and willing to do all acts that were required of her to execute the contract according to its terms.