SPECIFIC PERFORMANCE IN CONTRACT CASES

feasibility of performance and enforcement

A court may refuse to order specific performance when enforcement will be unduly burdensome.

trade secret

Confidential information relating to a business that provides a competitive advantage; information must not be generally known to the public, and the business has taken steps to ensure its continued confidentiality

land sale contracts

Only the owner of real property can be compelled to specifically perform a contract of sale.

mutuality of performance

Specific performance will be denied when the injured party has not yet performed his part of the contract.

absence of defenses

Standard contract defenses may defeat a claim for specific performance. - Because specific performance is an equitable remedy, equitable defenses can apply to prevent its application.

executory period

The time period between the signing of the land sale contract and the closing of the sale

A non-compete agreement is reasonable, and thus valid and enforceable, only if:

a) The covenant is no greater than necessary to protect a legitimate business interest; b) Does not impose undue hardship on the employee-promisor; and c) The covenant is not injurious to the public.

Factors considered in determining whether a legitimate business interest exists include:

a) The employee's acquisition of confidential information through his employment; b) The near-permanence of customer relationships; and c) time and place restrictions are appropriate.

Courts weigh the following seven factors to determine whether a near-permanent relationship exists:

a) The number of years required to develop the customer relationship b) The amount of money spent to develop the customer relationship c) The difficulty of acquiring new customers d) The extent of contact between the employee and the customer e) How much the employer's knows about its customers f) The length of the customer relationship g) The continuance of the customer relationship -courts will likely enforce covenants not to compete in these cases

equitable conversion common law

buyer must buy the property because the seller can get specific performance of the land sale contract.

covenants not to compete in IL

covenants not to compete are enforceable if the terms of the agreement are (i) reasonable and (ii) necessary to protect an employer's legitimate business interest.

specific performance

mandatory injunction in a contract dispute. - The remedy for breach of contract is usually damages -court has NO authority to force a party to do something different from that which, by contract, the party has agreed to do. -always analyze the validity of the k first

Uniform Vendor and Purchaser Risk Act (IL):

- Liability for loss during the executory period is determined by whether the seller transferred legal title and possession to the purchaser before the loss. - If neither has been transferred to the purchaser, the seller cannot enforce the contract and the buyer is entitled to recover any portion of the purchase price that has already been paid.

types of contracts enforceable by specific performance

1) land sale contracts 2) covenants not to compete 3) contracts to sell unique chattel 4) contracts to make testamentary dispositions or mutual wills

Three types of contracts for which courts will generally NOT order specific performance:

1) personal service contracts 2) construction contracts 3) employment contracts

requirements to establish a right to specific performance

1. The existence of a valid contract; 2. The inadequacy of legal remedies; 3. That enforcement is fair and feasible; 4. mutuality of performance; and 5. The absence of defenses