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Keywords

contractlawsuitsettlementdamagesprecedentappealtrialwillspecific performance

contractsettlementdamagesprecedentappealtrialwillspecific performance

Related Cases

Clark v. Route, 951 A.2d 757

Facts

Toxi Clark entered into a contract to purchase property from James and Joyce Route, which required the sellers to complete certain repairs, including waterproofing the basement. During a walk-through inspection two days before the settlement date, Mr. Route informed Clark that waterproofing was unnecessary according to two contractors. Clark abruptly ended the conversation, stating 'see you in court,' and postponed the settlement indefinitely. She later filed a lawsuit seeking specific performance but did not have a loan commitment letter and had not completed financing arrangements.

The contract between the parties required the sellers to make thirteen “repairs/replacement,” including “waterproof[ing] the basement w[ith] warranty, with all repairs to be approved by a licensed professional.” The parties took part in a walk-through inspection of the premises two days before the agreed-upon settlement date of November 3, 2004. The trial court found that sellers had completed all the repairs and replacements required by the contract except for the above-quoted provision that related to waterproofing.

Issue

Was Toxi Clark entitled to specific performance of the contract despite her actions that led to the indefinite postponement of the settlement?

Rule

To obtain specific performance, a purchaser must demonstrate that they are ready, willing, and able to perform their obligations under the contract. A unilateral modification of the contract by postponing settlement can negate the right to specific performance.

Analysis

The court found that Clark's actions, including her abrupt departure from the walk-through and her decision to postpone the settlement indefinitely, indicated that she was not ready, willing, and able to proceed with the settlement. The trial court noted that Clark had options available to her, such as completing the settlement and then seeking damages for any breach, but she chose not to pursue those options. This behavior was seen as a unilateral modification of the contract, similar to the precedent set in Ferguson v. Caspar.

Conclusion

The Court of Appeals affirmed the trial court's decision, concluding that Clark was not entitled to specific performance because she failed to demonstrate readiness to proceed with the settlement.

Who won?

James and Joyce Route prevailed in the case because the court found that Toxi Clark's actions constituted a unilateral modification of the contract, which negated her right to specific performance.

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