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Keywords

contractbreach of contractplaintiffdefendantdamagespleaobjectioncontractual obligationspecific performanceequitable relief

contractplaintiffdefendantequitywillobjectionspecific performanceequitable relief

Related Cases

Ace Equipment Co., Inc. v. Aqua Chem, Inc., 16 Leb.C.L.J. 12, 73 Pa. D. & C.2d 300, 1975 WL 22811, 20 UCC Rep.Serv. 392

Facts

On March 30, 1973, the plaintiff's offer to purchase a used 6000 KVA General Electric Transformer was accepted by the defendant for $1,800. The plaintiff intended to resell the transformer to a third party, Frank Lunney, for $7,500. However, on April 12, 1973, the defendant refused to allow the truck carrying the transformer to leave, retaining possession of it without prior notice to the plaintiff. The plaintiff alleged that this breach not only prevented the sale but also exposed them to consequential damages.

However, plaintiff tells us that on April 12, 1973, the transformer was loaded on board a truck supplied by plaintiff, intending to deliver it to one Frank Lunney with whom plaintiff had an agreement to sell it for the price of $7,500.

Issue

Did the plaintiff state a case for equitable relief in the nature of specific performance of the contract for the sale of the transformer, despite the defendant's claim that there was an adequate remedy at law?

It is defendant's contention that plaintiff has not stated a case for equitable relief in the nature of specific performance of a contract for the sale, inter alia, of a used 6000 KVA General Electric Transformer.

Rule

Specific performance may be decreed where the goods are unique or in other proper circumstances, as per the Uniform Commercial Code.

Specific performance may be decreed where the goods are unique or in other proper circumstances.

Analysis

The court analyzed the circumstances surrounding the case, noting that while there is typically an adequate remedy at law for breach of contract, the unique nature of the transformer and the plaintiff's agreement to sell it to a third party created a situation where legal remedies would be inadequate. The court emphasized that the defendant's breach directly impacted the plaintiff's ability to fulfill their contract with Lunney, leading to potential consequential damages that were speculative and could be extensive.

However, in light of the fact that plaintiff has entered into an agreement to sell the transformer to a third party and defendant is aware of that fact, we have a different situation than is ordinarily the case.

Conclusion

The court concluded that the plaintiff had sufficiently pleaded 'other proper circumstances' under the Uniform Commercial Code to warrant specific performance. Therefore, the defendant's preliminary objections were dismissed, and the defendant was enjoined from selling the transformer to anyone but the plaintiff pending the outcome of the case.

Thus, we conclude that plaintiff has stated a case for specific performance and we shall dismiss the preliminary objections.

Who won?

The plaintiff prevailed in the case because the court found that the unique circumstances surrounding the transformer and the plaintiff's contractual obligations to a third party justified the need for specific performance.

We agree with defendant that, ordinarily a bill for specific performance for the sale of personalty will not be entertained by a court of equity.

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