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Specific Performance


A contract that is unenforceable because it has not complied with the STATUTE OF FRAUDS (an old ENGLISH LAW, adopted in the United States, that requires certain contracts to be in writing) cannot be enforced through specific performance.

LACHES is an equitable defense (matter asserted to diminish a plaintiff's cause of action or to defeat recovery) that prevents the enforcement of a contract by specific performance. Laches is an unreasonable delay in asserting a right with the result that its enforcement would cause injury, prejudice, or disadvantage to others. Laches is applied only where enforcement of a right will cause injustice.

The doctrine of clean hands is a defense in an action for specific performance. As explained in the discussion of the case of Charles Flowers, a court will deny specific performance if the plaintiff has acted in bad faith or fraudulently in the same transaction for which he is seeking relief.

A contract might not be specifically enforced if, as a result of superior bargaining power, the plaintiff takes unfair advantage of the defendant who is in a debilitated position. This situation transpires when the consideration (the inducement to enter into a contract) is so inadequate as to "shock the conscience," or when "sharp dealings" are involved, such as where the defendant is ill. Failure to disclose material facts to the defendant that, if revealed, would have prevented a contract from being made is a ground to deny specific performance.

Mistakes and misrepresentations in the terms of a contract might constitute a defense against specific performance. If such mistakes are sufficient to justify RESCISSION of a contract, they are sufficient to prevent the enforcement of the contract. A court will enforce only a contract with definite and certain terms.

Additional topics

Law Library - American Law and Legal InformationFree Legal Encyclopedia: Special power to Strategic Lawsuits against Public ParticipationSpecific Performance - Valid Contract, Plaintiff's Conduct, Inadequate Legal Remedy, Supervision Of Performance, Defenses - Right to Specific Performance