Understanding Specific Performance: When California Courts Order Contract Fulfillment

Specific Performance Orders in California Contract Cases - SARI LAW FIRM

Specific performance is an equitable remedy in contract law. Rather than awarding money damages, a court orders the breaching party to do exactly what was promised in the contract. It is an exceptional remedy used only when monetary compensation would not make the non‑breaching party whole. For instance, a buyer who bargains for a particular piece of property or a one‑of‑a‑kind item may want the actual thing promised, not money. 

Elements Required for Specific Performance

Courts consider several factors before ordering specific performance. The elements below are drawn from statutes and cases, and from practitioner commentaries.

A- Valid and enforceable contract

There must be a binding contract with sufficiently definite and certain terms. The contract must include all essential material terms; courts will not enforce a bargain that leaves important terms to future agreement.

B- Adequate consideration and fairness 

The contract must be fair and equitable; the party seeking performance must show that the bargain was just and that both sides received adequate consideration. Courts will not enforce a one‑sided or unconscionable agreement.

C- Plaintiff’s performance or readiness/ Mutuality of obligation

The party asking for specific performance must have performed, or be ready, willing and able to perform their own obligations. California law bars specific performance for parties who have not fully and fairly performed conditions precedent. So, both parties must be bound to the contract and capable of performing; neither can demand performance unless they too can perform.

D- Inadequacy of monetary damages

The plaintiff must show that money will not adequately compensate for the loss. This is often shown by proving the subject matter is unique or irreplaceable—for example, real estate, rare works of art, custom‑made goods or contracts for a unique performer. In real estate cases, California law presumes damages are inadequate.

E- Definite and certain terms

The contract terms must be clear enough for the court to understand and enforce. Courts will not order specific performance if enforcement would require continuous supervision or if the terms are too vague.

Common Situations Where Courts Grant Specific Performance

A- Real Estate Transactions

Real estate is treated as unique; a home’s location, view or layout cannot be duplicated. California presumes that breach of an agreement to transfer real property cannot be adequately relieved by money. A seller who backs out of a real estate sale may be compelled to transfer the property. To prevail, the buyer must prove a valid, definite contract; mutual agreement; readiness to perform; breach by the seller; and inadequacy of money damages. For example, each house and lot is unique, money damages cannot buy “THAT particular view” or garden; thus a buyer can seek specific performance to obtain the promised property.

B- Sales of Unique Goods

Under the Uniform Commercial Code, a buyer may obtain specific performance or replevin when goods are unique or in “other proper circumstances”. Uniqueness is assessed based on the entire commercial situation and is not limited to artwork—requirements contracts or goods from a particular source can qualify. Courts also look at whether the buyer can “cover”—purchase substitute goods; inability to cover suggests specific performance is appropriate.

C- Custom Goods and Business Contracts

In business settings, specific performance may be ordered when a contract involves custom‑made products or rare materials. Parties may seek specific performance of contracts for the delivery of rare materials or custom‑made products when substitutes are unavailable. A manufacturer might, for instance, sue to obtain a custom component critical to production.

D- Intellectual Property and Non‑Tangible Rights

Specific performance can also enforce contractual rights that are not easily valued in money. In Tamarind Lithography Workshop v. Sanders, the California Court of Appeal ordered a film producer to give a screenwriter proper screen credits because money damages would not compensate the artist for lost publicity. The court reasoned that it would be too difficult to calculate damages for future showings and that additional lawsuits might result.

E- Situations Where Specific Performance Is Unavailable or Unlikely

Specific performance is an extraordinary remedy; courts often refuse to order it when other remedies suffice. Situations where specific performance is not available include:

a- Personal‑service or employment contracts:

California law prohibits ordering someone to perform personal services or to employ another. For example, courts will not force an employee to work or a singer to perform a concert; instead, an injunction may prevent them from performing elsewhere.

b- Contracts lacking definite terms:

Agreements that are too indefinite or leave material terms open cannot be specifically enforced. The contract must clearly state what is to be performed.

c- Unfair or unconscionable contracts: 

Courts will deny specific performance if the contract was unjust or if the party seeking enforcement provided inadequate consideration or engaged in misrepresentation or unfair practices. Defenses such as unclean hands (wrongdoing by the plaintiff) or laches (delay prejudicing the defendant) may defeat the claim.

d- Impossibility or impracticability:

If performance has become impossible or would impose undue hardship, courts will decline to enforce the contract.

Conclusion

Specific performance is a powerful but limited remedy. California law allows courts to compel parties to perform their contractual obligations when monetary damages will not provide an adequate substitute. To obtain this remedy, a plaintiff must show a valid and fair contract, the inability of money to compensate for the loss, readiness to perform and definite terms. 

Real estate transactions, sales of unique goods and contracts for custom items or unique rights often qualify. However, courts will refuse to enforce personal‑service contracts, unfair bargains or agreements with vague terms. 

Because of the complexity and discretionary nature of this remedy, individuals should consult experienced counsel before seeking specific performance. A well‑drafted contract and clear understanding of the legal standards can help protect parties’ interests and increase the likelihood of an equitable outcome.

At Sari Law Firm, we help clients navigate complex contract disputes, protect their rights, and pursue fair outcomes. Contact us today to schedule a free consultation. Let’s make things right.

Disclaimer: This article is for informational purposes only and does not constitute legal advice. Every case is different. If you believe your rights have been violated, consult a qualified California attorney to evaluate your specific situation.

FAQ

1. What is specific performance under California law?

Specific performance is an equitable remedy that requires a party to fulfill contractual obligations when money damages are inadequate.

2. When do courts grant specific performance?

Typically in cases involving real estate, unique goods, or custom-made items that cannot easily be replaced with money.

3. What are the legal elements of specific performance?

A valid contract, fairness, plaintiff’s readiness to perform, inadequacy of monetary damages, and definite terms.

4. Can I get specific performance for personal service contracts?

No. California law prohibits forcing individuals to perform personal services (e.g., employment, artistic work).

5. What is the difference between specific performance and damages?

Damages compensate with money; specific performance compels the breaching party to actually perform their promise.

6. Can both parties seek specific performance?

Yes, if both are capable and willing to perform their obligations. Courts require mutual enforceability.