Opinion for the Court filed by Circuit Judge TATEL.

TATEL, Circuit Judge:

At bottom, this case concerns whether various trademarks related to the Washington Redskins football team disparage Native Americans within the meaning of the Lanham Trademark Act, § 2, 15 U.S.C. § 1052(a). But that question has since been overshadowed by the defense of laches, the basis on which the district court first entered judgment for the Redskins six years ago. We reversed that decision, finding that the district court had misapplied the law of laches to the particular facts of the case. Pro-Football, Inc. v. Harjo (Harjo II), 415 F.3d 44, 50 (D.C.Cir.2005). On remand, the district court reconsidered the evidence in light of our instructions and again ruled for the team. Pro-Football, Inc. v. Harjo (Harjo III), 567 F.Supp.2d 46, 62 (D.D.C.2008). Now appealing that decision, the Native Americans who originally petitioned for cancellation of the mark argue only that the district court improperly assessed evidence of prejudice in applying laches to the facts at issue. Limited to that question, we see no error and affirm.

I.

Because previous opinions have already described the background of this *882case at length, see Harjo II, 415 F.3d at 46-47; Harjo III, 567 F.Supp.2d at 48-51, we provide only the essentials. Appellants, seven Native Americans, filed a 1992 action before the Patent and Trademark Office seeking cancelation of six Redskins trademarks that were, they argued, impermissibly disparaging towards members of their ethnic group. Pro-Football, the Redskins’ corporate entity and the owner of the marks, argued to the Trademark Trial and Appeal Board that its longstanding use of the name, combined with petitioners’ delay in bringing the case, called for application of laches, an equitable defense that applies where there is “(1) lack of diligence by the party against whom the defense is asserted, and (2) prejudice to the party asserting the defense,” Nat’l R.R. Passenger Corp. v. Morgan, 536 U.S. 101, 121-22, 122 S.Ct. 2061, 153 L.Ed.2d 106 (2002) (internal quotation marks omitted). The TTAB disagreed, observing that petitioners asserted an interest in preventing “a substantial segment of the population” from being held up “to public ridicule,” and that insofar as that interest reached “beyond the personal interest being asserted by the present petitioners,” laches was inappropriate. Harjo v. Pro Football Inc., 30 U.S.P.Q.2d 1828, 1831 (TTAB 1994). Finding on the merits that the marks were indeed disparaging, the TTAB cancelled them, see Harjo v. Pro-Football Inc., 50 U.S.P.Q.2d 1705, 1749 (TTAB 1999), depriving Pro-Football of the ability to pursue infringers.

Pro-Football then exercised its option to dispute this holding by means of a civil action in the United States District Court for the District of Columbia. See 15 U.S.C. § 1071(b)(1), (4) (providing choice between district court action and Federal Circuit appeal). The district court sided with Pro-Football on the laches issue, holding that the 25-year delay between the mark’s first registration in 1967 and the TTAB filing in 1992 indeed required dismissal of the action. Pro-Football, Inc. v. Harjo, 284 F.Supp.2d 96, 144 (D.D.C.2003). We reversed. “[L]aches,” we said, “attaches only to parties who have unjustifiably delayed,” Harjo II, 415 F.3d at 49, and the period of unjustifiable delay cannot start before a party reaches the age of majority, id. at 48-49. The youngest petitioner, Mateo Romero, was only a year old in 1967. Because the correct inquiry would have assessed his delay and the consequent prejudice to Pro-Football only from the day of his eighteenth birthday in December 1984, we remanded the record to the district court to consider, in the first instance, the defense of laches with respect to Romero. Id. at 49-50.

On remand in this case, the district court again found the defense of laches persuasive. It held that the seven-year, nine-month “Romero Delay Period” evinced a lack of diligence on Romero’s part, Harjo III, 567 F.Supp.2d at 53-56, and following our instructions to consider both trial and economic prejudice, see Harjo II, 415 F.3d at 50, it found that that delay harmed Pro-Football, Harjo III, 567 F.Supp.2d at 56-62. Now appealing from that decision, Romero challenges neither the applicability of laches vel non nor the district court’s finding of unreasonable delay. We thus confine our review to the only question Romero does raise: whether the district court properly found trial and economic prejudice sufficient to support a defense of laches.

II.

Before turning to that question, we must first resolve a preliminary matter flagged but left undecided by our previous opinion: the standard of review. In Harjo II, we noted an apparent conflict between Daingerfield Island Protective Society v. Lujan, 920 F.2d 32, 38 (D.C.Cir.1990), and CarrAmerica Realty Corp. v. Kaidanow, *883321 F.3d 165, 172 (D.C.Cir.2003), over the standard for reviewing a laches determination made on summary judgment. 415 F.3d at 50. In Daingerfield, an appeal from summary judgment, we applied abuse of discretion review, noting the consistent view of the courts that “[bjecause laches is an equitable doctrine,” it is “primarily addressed to the discretion of the trial court.” 920 F.2d at 38 (internal quotation marks omitted); see also Coalition for Canyon Preservation v. Bowers, 632 F.2d 774, 779 (9th Cir.1980). By contrast, Carr-America seems to have reviewed a laches determination de novo, see 321 F.3d at 172 (“The District Court held that laches did not apply because it determined that Appellants had suffered no prejudice from Appellee’s delay." Upon our de novo review, we determine that Appellants did indeed suffer prejudice.”), but it is unclear whether this represented a considered opinion on the appropriate standard for reviewing laches decisions or merely referred to the more general standard that typically applies on summary judgment, see id. at 170 (referring to general summary judgment standard). Indeed, both standards are relevant: we review the existence of material facts in dispute or the sufficiency of the evidence to support a legal proposition under the familiar de novo summary judgment standard, even while deferring to the district court’s considerable discretion on the question of how to apply the equitable principles of laches to the undisputed facts. See, e.g., Hot Wax, Inc. v. Turtle Wax, Inc., 191 F.3d 813, 818-19 (7th Cir.1999). We are thus bound by precedent to apply abuse of discretion review, at least where, as here, an appellant concedes that “the material facts are not in dispute,” Appellants’ Reply. Br. 2.

Reviewing the district court’s analysis of prejudice in light of its considerable discretion, we see no reason to reverse. The district court carefully followed our instruction to assess both trial and economic prejudice arising from the Romero Delay Period, finding both. Romero now challenges those determinations, and while his arguments are not without merit, the errors alleged cannot overcome our deferential standard of review.

The district court relied primarily on two factors in finding trial prejudice: (1) the death of former Redskins president Edward Bennett Williams during the Romero Delay Period; and (2) the delay period’s general contribution to the time lapse from the date of registration. Cf. Harjo, 50 U.S.P.Q.2d at 1773-75 (disparagement is analyzed at the time of registration). According to the district court, both factors limited Pro-Football’s ability to marshal evidence supporting its mark: Williams had met with Native American leaders close to the time of registration to discuss their views, while the nearly eight years of further delay made it more difficult to obtain any other contemporaneous evidence of public attitudes towards the mark. See Harjo III, 567 F.Supp.2d at 56-58. Romero mainly argues that this “lost evidence” would have had minimal value. He believes that Williams’ testimony would have reflected only a narrow set of views on the disparaging nature of the Redskins marks, and that any possibility that 1967 attitudes could have been better surveyed at the time of an earlier suit is outweighed by other overwhelming evidence of disparagement. We needn’t cast doubt on Romero’s view, of the evidence to hold that there was no abuse of discretion. The lost evidence of contemporaneous public opinion is surely not entirely irrelevant, and weighing, the prejudice resulting from its loss falls well within the zone of the district court’s discretion. In reviewing that assessment, we cannot assume that legally relevant evidence possibly available in an earlier action would have lacked persuasive content.

*884Nor can we fault the district court’s evaluation of economic prejudice. Undisputed record evidence reveals a significant expansion of Redskins merchandising efforts and sizable investment in the mark during the Romero Delay Period. Romero believes this investment is irrelevant absent some evidence that Pro-Football would have acted otherwise — by, say, changing the Redskins name — if Romero had sued earlier. But the district court repeatedly rejected this argument, citing the Federal Circuit’s holding in Bridgestone/ Firestone Research, Inc. v. Automobile Club, 245 F.3d 1359, 1363 (Fed.Cir.2001), that “[e]conomic prejudice arises from investment in and development of the trademark, and the continued commercial use and economic promotion of a mark over a prolonged period adds weight to the evidence of prejudice.” See Harjo III, 567 F.Supp.2d at 59. The court thus thought it sufficient that the team deployed investment capital toward a mark Romero waited too long to attack, whether or not the team could prove that it would necessarily have changed its name or employed a different investment strategy had Romero sued earlier.

This was no abuse of discretion. To be sure, a finding of prejudice requires at least some reliance on the absence of a lawsuit — if Pro-Football would have done exactly the same thing regardless of a more timely complaint, its laches defense devolves into claiming harm not from Romero’s tardiness, but from Romero’s success on the merits. But in contrast to the defense of estoppel — which requires evidence of specific reliance on a particular plaintiffs silence — laches requires only general evidence of prejudice, which may arise from mere proof of continued investment in the late-attacked mark alone. See Automobile Club, 245 F.3d at 1363 (“ ‘[S]pecific’ evidence of ‘reliance’ on the Automobile Club’s silence could relate to proof of estoppel, but it does not apply to laches. When there has been an unreasonable period of delay by a plaintiff, economic prejudice to the defendant may ensue whether or not the plaintiff overtly lulled the defendant into believing that the plaintiff would not act, or whether or not the defendant believed that the plaintiff would have grounds for action.”). We have thus described as sufficient “a reliance interest resulting from the defendant’s continued development of good-will during th[e] period of delay,” and treated evidence of continued investment as proof of prejudice sufficient to bar injunctive relief. NAACP v. NAACP Legal Def. & Educ. Fund, Inc., 753 F.2d 131, 137-38 (D.C.Cir.1985). Such continued investment was unquestionably present here. The district court thus acted well within our precedent — as well as the precedent of the Federal Circuit, which directly reviews TTAB decisions — in finding economic prejudice on the basis of investments made during the delay period. The lost value of these investments was sufficient evidence of prejudice for the district court to exercise its discretion to apply laches, even absent specific evidence that more productive investments would in fact have resulted from an earlier suit.

In so holding, we stress two factors. First, as the district court correctly noted, the amount of prejudice required in a given case varies with the length of the delay. “If only a short period of time elapses between accrual of the claim arid suit, the magnitude of prejudice required before suit would be barred is great; if the delay is lengthy, a lesser showing of prejudice is required.” Gull Airborne Instruments, Inc. v. Weinberger, 694 F.2d 838, 843 (D.C.Cir.1982). This reflects the view that “equity aids the vigilant and not those who slumber on their rights,” NAACP, 753 F.2d at 137, as well as the fact that evidence of prejudice is among the evidence *885that can be lost by delay. Eight years is a long time — a delay made only more unreasonable by Romero’s acknowledged exposure to the various Redskins trademarks well before reaching the age of majority. See Harjo III, 567 F.Supp.2d at 54-55. The second point follows the first: because laches requires this equitable weighing of both the length of delay and the amount of prejudice, it leaves the district court very broad discretion to take account of the particular facts of particular cases. We have no basis for finding abuse of that discretion where, as here, the claim of error ultimately amounts to nothing more than a different take on hypothetical inquiries into what might have been.

III.

A final issue concerns the trademark of the team’s cheerleaders, the “Redskinettes,” which Pro-Football first registered in 1990. As to this mark and only this mark, Romero argues that he acted with reasonable diligence by filing his action in 1992, only 29 months from the mark’s registration. The district court disagreed, finding even this short delay unreasonable given the relationship between the Redskinettes claim and the other claims on which Romero was already delaying. See id. & 54 n. 5. This view followed from Romero’s own litigation position. He argued to the district court, this Court, and the TTAB that the disparaging nature of the Redskinettes name derives from the disparaging nature of the Redskins name itself. See, e.g., Appellants’ Opening Br. 28 (“In considering the merits of the Redskinettes mark, this Court would necessarily have to examine the TTAB’s analysis of the disparagement associated with the term ‘redskin’.... ”). The district court thus saw no reason why Romero, fully aware of both the team’s name and the cheerleaders’ name and six-years into his delay period on the former, failed to complain immediately about the registration of the Redskinettes.

While Romero delayed considerably less in attacking the Redskinettes mark, the district court did not abuse its discretion by analyzing the reasonableness of this delay in light of the delay in bringing the underlying claims regarding the name of the team itself. The Federal Circuit has at least suggested that a defense of laches as to a recently registered mark may be based on a failure to challenge an earlier, substantially similar mark, see Lincoln Logs Ltd. v. Lincoln Pre-Cut Log Homes, Inc., 971 F.2d 732, 734 (Fed.Cir.1992), as has the TTAB, see Copperweld Corp. v. Astralloy-Vulcan Corp., 196 U.S.P.Q. 585, 590-91 (TTAB 1977). It is unclear to us how this rule interacts with the requirement to analyze disparagement at the time of registration, since the factual context may well have changed. But in any event and in the context of this case, it is difficult to see how it could be inequitable to allow Romero to complain about the Redskins but equitable to allow his complaint about the Redskinettes, particularly because the Redskinettes name had been in use well before the date of registration. Indeed, the registration of the Redskinettes mark reflects perhaps the greatest reliance on the absence of any previous complaints. Thus, without deciding whether Romero could have avoided laches by attacking the Redskinettes mark on the day of registration, we at least see no abuse of discretion in the district court’s finding that the 29-month delay evinced a lack of reasonable diligence.

In fact, we think the Redskinettes issue best demonstrates the reasonableness of the district court’s approach to this case as a whole. In 1990, six years into the Romero Delay Period, Pro-Football was not only investing in the Redskins mark, but seeking to expand legal protection of related marks, placing greater reliance on *886the continued validity of its underlying brand name. It would have been bold indeed for the team to have sought to register the Redskinettes under their existing name had the TTAB been considering revocation — or had the TTAB already revoked — the registration of the Redskins mark. We thus think it neither a stretch of imagination nor an abuse of discretion to conclude that Pro-Football might have invested differently in its branding of the Redskins and related entities had Romero acted earlier to place the trademark in doubt. We accordingly have no basis for questioning the district court’s determination.

IV.

Deciding only the questions presented, and finding no abuse of discretion in the district court’s resolution of them, we affirm.

So ordered.

AHRENS, Judge.

In this bench-tried action, appellants Donald Soffer and Ten-Eighteen Investment Corporation (Ten-Eighteen) appeal from the trial court’s judgment in favor of respondents William and Shirley Nahn on respondents’ petition to quiet title and on appellants’ counterclaim for specific performance. We affirm.

Respondents own 1.26 undeveloped acres near Telegraph Road in St. Louis County. On June 28, 1986, Soffer and respondents entered into a one-year option contract for the sale of the property. The option provides in part:

This option may be accepted by either said second party or his assigns at any time on or before the 28th day of June, 1987, by giving written notice thereof to said first party.

It also provides that if

“[Soffer] or his assigns, is [sic] unable to obtain an ordinance or permit from the proper authorities to conduct second party’s or his assign’s business upon said premises, ... this option or the contract arising by reason of the acceptance of this option, may at the election of said second party or his assigns, become null and void and said second party and his assigns shall be relieved of all liability hereunder.”

By letter dated June 10, 1987, Soffer notified respondents he was exercising the option “subject to all terms of the option”; the letter did not specify a closing date. Nahns’ attorney informed Soffer in a July 15,1987, letter that because the transaction had not been closed by June 28, 1987, the option had expired and Soffer had “no further contractual rights in this matter.”

One week later, Soffer’s attorney responded in a letter:

“[I]t is Mr. Soffer’s position, that upon exercise of the Option, a contract has been formed to purchase the property between Mr. Soffer and the Nahns. No dates are set forth in the Option with regard to the closing of the contract formed by its exercise or the elimination of the zoning contingency and the time for closing.”

That letter also stated, “Mr. Soffer shall shortly commence efforts to obtain appropriate zoning.” On August 3, 1987, Soffer filed an affidavit with the St. Louis County Recorder of Deeds, describing the property and stating that Soffer had exercised an option to acquire the property.

At some point, Soffer assigned his interest in the property to Ten-Eighteen, a “shell corporation” Soffer uses to shelter his identity. Thereafter, on February 16, 1988, Ten-Eighteen entered into an option contract with Shell Oil for the sale of the Nahns’ property. Shell Oil filed a petition for rezoning of the property on June 8, 1988.

In a November 28, 1988, letter to Soffer, the Nahns denied Soffer had any legal or equitable interest in the property, and demanded Soffer “record an appropriate affidavit or quit claim deed renouncing any interest in the property....” Shell Oil withdrew its petition for rezoning in February, 1989. In a February 2, 1989 letter, Soffer’s attorney notified the Nahns that Soffer would close the transaction on March 16, 1989.

On March 24, 1989, the Nahns filed this quiet title action seeking an order declaring them to be “fee simple absolute owners” of the property, and declaring that neither Soffer or Ten-Eighteen “has any right, title or interest” in the property. Soffer and Ten-Eighteen filed a counterclaim for specific performance of the sale contract. In their reply to the counterclaim, the Nahns asserted, inter alia, that appellants’ claim was “barred by breach of contract and by laches.”

Following the presentation of evidence, the trial court entered judgment in favor of *444the Nahns on their petition to quiet title, and against Soffer and Ten-Eighteen on the counterclaim for specific performance.

In their sole point, appellants contend the trial court erroneously applied the law in entering its judgment, “because Soffer timely exercised his option to purchase the subject property, creating a binding bilateral contract, which he was at all times ready, willing, and able to perforin, but the Nahns repudiated Soffer’s rights under the option and refused to convey the subject property.”

The trial court’s judgment will be sustained, unless “it erroneously declares or applies the law.” Wooten v. DeMean, 788 S.W.2d 522, 524 (Mo.App.1990); Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976). No request having been made, the trial court made no detailed findings of fact. Therefore, this court “must assume that all fact issues were found in accordance with the result reached.” Jensen v. Borton, 734 S.W.2d 580, 584 (Mo.App.1987). Respondents offer several theories upon which the trial court may have based its decision. “Given that the trial court did not issue findings of fact and conclusions of law, this court cannot state with certainty the reasons guiding the trial court to its decision”; the trial court’s judgment must be affirmed “if it is correct under any reasonable theory.” Id.

As noted, the option contract is silent as to a closing date. When “an option contract to purchase involves real estate, the exercise of that option creates an enforceable bilateral contract, and time is not ordinarily of the essence; i.e., completion of the sale prior to the termination of the option date is not required.” Frey v. Yust, 516 S.W.2d 321, 324 (Mo.App.1974). Accordingly, it is implied that Soffer was required to close within a reasonable time after exercising the option. See Honeyfield v. Lambeth, 519 S.W.2d 342, 345 (Mo.App.1975) (where option contract was silent as to the time of taking possession, the law implies that the parties meant for possession to be given within a reasonable time); Frey, 516 S.W.2d at 324 (payment may be made within a reasonable time after the termination of the option date where the contract was silent as to time for payment).

The option contract permitted Soffer to void the “option or the contract arising by reason of the acceptance of this option” if he was “unable to obtain an ordinance or permit from the proper authorities to conduct second party’s or his assign’s business upon said premises.... ” Soffer presented evidence that the process to obtain approval of a zoning request in St. Louis County can take more than a year. Thus, the Nahns’ repudiated the contract when they notified Soffer in July, 1987 that he had no further rights in the contract because he had not closed by June 28, 1987,—the expiration date of the option.

There is merit in appellants’ assertion that the Nahns’ repudiation excused appellants from any further performance under the contract. “ ‘[Wjhere failure of a party to perform a condition is induced by a manifestation to him by the other party that he will not substantially perform his own promise, performance of such condition is waived and, therefore, excused.’ ” McDermott v. Burpo, 663 S.W.2d 256, 262 (Mo.App.1983) (quoting Cooper v. Mayer, 312 S.W.2d 127, 130 (Mo.1958)). Nonetheless, appellants’ claim for specific performance is barred by laches.

Specific performance “is purely an equitable remedy” which “is invoked primarily that complete justice may be done between the parties, and courts of equity will not decree specific performance where it will result in injustice.” Kopp v. Franks, 792 S.W.2d 413, 419 (Mo.App.1990). Thus, specific performance “is not a matter of right but is a remedy applied by courts of equity, depending upon the facts in the particular case; and the trial court has judicial discretion within the established doctrines and principles of equity to award or withhold the remedy.” Id. Accordingly, “[a] greater strength of case is required for a decree of specific performance than to defeat a claim for specific performance.” Id.

“The invocation of laches requires that a party with the knowledge of facts *445giving rise to its rights unreasonably delays asserting them for an excessive period of time and the other party suffers legal detriment therefrom.” Scheble v. Missouri Clean Water Comm’n, 734 S.W.2d 541, 560 (Mo.App.1987). In determining whether the doctrine of laches applies in a particular case, an examination is made of “the length of delay, the reasons therefor, how the delay affected the other party, and the overall fairness in permitting the assertion of the claim.” Id.

In the present case, twenty-one months passed from the time Soffer exercised the option to the date scheduled for closing. Contrary to appellants’ assertions, the delay was not justified by Nahns’ repudiation of the contract and the time required to seek zoning changes. While the Nahns’ repudiation excused appellants’ further performance under the contract, it did not excuse appellants’ delay in asserting a claim for specific performance. Appellants’ evidence indicated that in St. Louis County the processing of a zoning petition can take over a year; however, there was no evidence the process requires twenty-one months to complete. Further, the evidence established that a petition to rezone the property was not filed until June 8, 1988 — nearly one year after Soffer exercised the option.

From the time the option contract was executed, the property’s value increased from $200,000 to between $300,000 and $350,000. Moreover, Soffer failed to pay the real estate taxes on'the property for 1986 and all subsequent years as required by the option contract. Appellants argue the Nahns’ repudiation excused them from performing that condition. For the purpose of determining the applicability of laches, however, Soffer’s failure to pay those taxes, together with the appreciation in the property’s value supports a determination that respondents were adversely affected by appellants’ unreasonable delay in asserting their claim.

The length of appellants’ delay, the lack of justification therefor, and the effect of the delay on respondents, support a determination that it would be unfair to permit appellants to assert their claim for specific performance. See Scheble, 734 S.W.2d at 560. The doctrine of laches barred appellants’ claim.

Thus, the trial court did not abuse its discretion in denying appellants’ counterclaim for specific performance. The evidence established respondents’ title to the property is good as against appellants. Therefore, the trial court did not err in quieting title to the property in the Nahns. Moss v. Moss, 706 S.W.2d 884, 887[2] (Mo.App.1986). The trial court’s judgment is affirmed.

GARY M. GAERTNER, P.J., and CRIST, J., concur.

MEMORANDUM

BARTLE, District Judge.

Before the court is the motion of plaintiff Salomon Smith Barney Inc. (“Smith Barney”) for a preliminary injunction against one of its former financial consultants,1 Stewart M. Vockel, III (“Vockel”), who resigned from Smith Barney on April 28, 2000. We have subject matter jurisdiction under 28 U.S.C. § 1332.

In addition to this action, Smith Barney has instituted an arbitration proceeding against Vockel under the rules promulgated by the National Association of Securities Dealers. In that proceeding Smith Barney seeks, among other things, a monetary award. Until the dispute between the parties can be arbitrated on the merits, Smith Barney asks this court to restrain Vockel from using, disclosing, or misappropriating Smith Barney’s customer information, to compel Vockel to undo account transfers for any former Smith Barney accounts he successfully caused to be transferred to his new employer, and to require Vockel to return all documents containing Smith Barney client information. The complaint does not seek a permanent injunction or other relief.

We denied the request for a temporary restraining order on May 1, 2000. On May 3, 2000, we held a preliminary injunction hearing.

In order to obtain the extraordinary remedy of a preliminary injunction, Smith Barney must establish that there is a reasonable likelihood that it will succeed on the merits and that it is reasonably likely to suffer irreparable harm if relief is denied. We must also consider whether in-junctive relief will cause the defendant irreparable injury and whether granting the preliminary relief is in the public interest. See Adams v. Freedom Forge Corp., 204 F.3d 475, 484, 487 (3d Cir.2000).

I.

Based upon the evidence presented at the May 3, 2000 hearing, held in accordance with Rule 65 of the Federal Rules of Civil Procedure, we find the following.

Stewart Vockel has worked as a bond trader or financial consultant for a number of years. Merrill Lynch, Pierce, Fenner & Smith, Inc. (“Merrill Lynch”) hired him as a financial consultant in 1991. He left-Merrill Lynch and started with the Philadelphia branch of Smith Barney in November, 1994.2

In late January, 2000, Vockel approached his long-time acquaintance Elliott Goodfriend, who is the Philadelphia Branch Manager for Paine Webber Inc. (“Paine Webber”), about the possibility of moving from Smith Barney to Paine Web-ber. On approximately March 28, 2000 Paine Webber made Vockel an offer of employment, which included a sizeable signing bonus. Vockel accepted.

In early April, approximately one week after Vockel received the offer, the administrative manager in Paine Webber’s Philadelphia office, Jim Checksfield, told Vockel that Paine Webber needed his Smith Barney client account statements. On or about April 19, 2000, while still employed by Smith Barney and without asking for permission from it or any of his clients, Vockel provided to Paine Webber the account statements for 254 of the 470 accounts he was servicing at Smith Barney. *601Paine Webber forwarded this material to an outside firm which, at Paine Webber's expense, prepared solicitation packages and then mailed them to the account holders. The solicitation package contained a cover letter drafted and signed by Vockel, an account transfer form with each client’s Smith Barney account number(s) preprint-ed on it, and a Paine Webber “new account” form.

The solicitation packages were mailed, via overnight delivery, on Friday, April 28, 2000.3 That same day, in the late afternoon, Vockel submitted his letter of resignation to Smith Barney. He took with him newly printed gain and loss statements for all of the Smith Barney accounts he had serviced and a “household list,” which showed the total assets, monthly activity, and gains and losses for each of his Smith Barney accounts. Vockel spent the weekend calling his clients. He told them about his move to Paine Webber and explained that they soon would be receiving solicitation packages that would enable them to transfer their accounts to his new employer.

This was not the first time Vockel had solicited his clients to transfer their accounts to his new place of employment. As noted above, from 1991 through October, 1994, Vockel worked at Merrill Lynch before moving to Smith Barney. At the time he left Merrill Lynch, he had been managing accounts worth approximately $23 million. Sometime between August and October, 1994, after initial discussions with John Adamiak, the Branch Manager of Smith Barney’s Philadelphia office, Vockel received a job offer. The Smith Barney offer, like his recent Paine Webber offer, included a substantial signing bonus. Adamiak told Vockel that Smith Barney wanted his Merrill Lynch client account statements, which Vockel provided to Smith Barney while still a financial consultant at Merrill Lynch. Adamiak told Vockel to resign from Merrill Lynch late in the day on a Friday afternoon. He did so on October 28, 1994. That same day a solicitation package, arranged and paid for by Smith Barney, was mailed to each of the clients Vockel had advised while at Merrill Lynch. The package contained an account transfer form and a letter signed by Vockel, which had been jointly drafted by Vockel and Adamiak, that informed Vockel’s Merrill Lynch clients of his move to Smith Barney. The letter also urged them to transfer their accounts. Vockel used the October, 1994 solicitation letter as a model when he drafted his April, 2000 cover letter. In fact, the two letters are nearly identical.4

When Vockel resigned from Merrill Lynch in 1994, the firm either instituted or threatened suit. Smith Barney participated in the settlement of the matter.

As a result of the joint solicitation efforts of Vockel and Smith Barney in 1994, nearly all of Vockel’s Merrill Lynch clients transferred their accounts. Approximately 60% of the accounts he oversaw at Smith Barney followed him from Merrill Lynch, and another 30% of his accounts resulted from referrals from those clients who had followed him from Merrill Lynch to Smith Barney. When he left Smith Barney on April 28, 2000, he was managing approximately 470 accounts worth a total of approximately $70 million, and annually these accounts generated over $500,000 in commissions.

*602In the course of his tenure at Smith Barney, Voekel had access to its computerized database that contained information about the clients he served, including their names, addresses, phone numbers, cash balances, asset values,' investment habits, portfolio details, and monthly account activity. Voekel also made use of Smith Barney’s investment products, research tools and data, support staff, equipment, and office space.

At about the time he joined Smith Barney, Adamiak told Voekel that Merrill Lynch differed from Smith Barney in that Merrill Lynch considered clients “theirs ” while Smith Barney knew clients were the “broker’s ” and was there to help the broker service his or her clients’ accounts. Nonetheless, in November, 1994, Voekel signed a “Principles Of Employment” agreement with Smith Barney that provided:

[Y]ou must never use (except when necessary in your employment with us) nor disclose with anyone not affiliated with [Smith Barney] ... any confidential or unpublished information you obtain as a result of your employment with us. This applies both while you are employed with us and after that employment ends. If you leave our employ, you may not retain or take with you any writing or other record which relates to the above.

Voekel also signed an “Employee Acknowl-edgements” [sic] form wherein he promised:

I will not publish or otherwise disclose, or use for other than Smith Barney’s benefit, either during or after my employment, any unpublished or proprietary or confidential information or secret relating to Smith Barney or its affiliates or any of their businesses or operations, nor will I publish or otherwise disclose proprietary or confidential information of others to which I have had access or obtained knowledge in the course of my employment. If I leave the employ of Smith Barney I will not, without its prior written consent, retain or take with me any writing or other record in any form or nature which relates to any of the foregoing.

In addition, in November, 1994, Voekel signed an “Acknowledgment” form which stated that he had received, read, and understood Smith Barney’s Code of Ethics and that he agreed “to comply fully with the standards contained in the Code and all of Smith Barney’s other policies, rules and procedures (including those set forth in the Smith Barney Employee Handbook).” Although Smith Barney did not produce its employee handbook that was in effect in 1994, its 1998 and 1999 employee handbooks contained provisions about confidentiality similar to those quoted above. Throughout his period of employment, Smith Barney distributed reminders to its employees concerning their continuing obligation to maintain the confidentiality of client information and client lists. Significantly, however, Voekel never signed a non-compete agreement.

II.

Even assuming that Smith Barney would otherwise be entitled to a preliminary injunction, Voekel contends that it should be denied because Smith Barney does not come into the court with clean hands. The Supreme Court has declared, “It is one of the fundamental principles upon which equity jurisprudence is founded, that before a complainant can have a standing in court he must first show that not only has he a good and meritorious cause of action, but he must come into court with clean hands.” Keystone Driller Co. v. General Excavator Co., 290 U.S. 240, 244, 54 S.Ct. 146, 78 L.Ed. 293 (1933) (internal quotation marks and citation omitted). The Court has cautioned that *603we must not be made “the abettor of iniquity.” Id. at 245, 54 S.Ct. 146 (internal quotation marks and citation omitted).

In further explaining the application of the equitable maxim of clean hands, the Supreme Court stated, “The governing principle is that whenever a party who, as actor, seeks to set the judicial machinery in motion and obtain some remedy, has violated conscience, or good faith, or other equitable principle, in his prior conduct, then the doors of the court will be shut against him in limine.” Id. at 244-45, 54 S.Ct. 146 (internal quotation marks and citation omitted). The rule is not without its limitations. We are not to consider misconduct that has no connection to the case at hand. Rather, any “unconscionable act” of the plaintiff must have “immediate and necessary relation to the equity that he seeks in respect of the matter in litigation.” Id. at 245, 54 S.Ct. 146; see also In re New Valley Corp., 181 F.3d 517, 525 (3d Cir.1999), cert. denied 528 U.S. 1138, 120 S.Ct. 983, 145 L.Ed.2d 933 (2000).

Plaintiff has painted a picture of Vockel making off with valuable client information in order to woo them surreptitiously and expeditiously to his new employer, one of Smith Barney’s arch competitors, and doing so in a manner that made it nearly impossible for Smith Barney to prevent the loss of valuable business. If it does not obtain preliminary relief in this case, argued Smith Barney, clients will be hoodwinked into transferring accounts without realizing what they are doing. According to Smith Barney, competing brokerage firms might be encouraged to lure its brokers away and deprive it of business in which it had invested so many resources to develop.

Unfortunately for Smith Barney, in determining the issue of clean hands, we look solely at the conduct of the plaintiff— the one who seeks the aid of the chancellor—and not the conduct of the defendant. As the Court of Appeals observed in Monsanto Co. v. Rohm & Haas Co., 456 F.2d 592, 598 (3d Cir.1972), “This maxim [of clean hands] is far more than a mere banality. It is a self-imposed ordinance that closes the doors of a court of equity to one tainted with inequitableness or bad faith relative to the matter in which he seeks relief, however improper may have been the behavior of the defendant.” (emphasis added).

It is undisputed that in 1994 Smith Barney secretly encouraged and aided Vockel to engage in the same unconscionable behavior of which it now complains. For over five years, Smith Barney has shared in the gains of its unconscionable conduct. At the time it hired Vockel, Smith Barney showed no respect for the confidential nature of Merrill Lynch’s client data. It obtained information about Vockel’s Merrill Lynch clients and prepared solicitation packages in advance of his departure from Merrill Lynch. It instructed Vockel to resign from Merrill Lynch late on a Friday afternoon and to begin contacting his clients immediately in order to persuade them to transfer their accounts to Smith Barney. It also provided Vockel with a significant signing bonus for joining the firm.

Smith Barney seeks the help of a court of equity to prevent the same conduct by Vockel which it had previously abetted and from which it has handsomely profited. Now it wants the court to prevent the loss of that profit. If what Vockel is doing in 2000 is wrong, it is hard to see why Vockel’s and Smith Barney’s conduct in 1994 was not wrong. At the very least, Smith Barney is “tainted with inequitableness or bad faith relative to the matter in which [it] ... seeks relief.” Monsanto, 456 F.2d at 598. The misdeeds of Smith Barney have an “immediate and necessary relation to the equity that [it] ... seeks” in *604this case. Keystone Driller, 290 U.S. at 245, 54 S.Ct. 146. The circumstances here are analogous to a patentee obtaining a patent by deceit or misrepresentation and then attempting to enforce it. In those instances, the Supreme Court and our Court of Appeals denied help to the plaintiff because of unclean hands.5 See id. at 241-46, 54 S.Ct. 146; Monsanto, 456 F.2d at 594-601.

While we do not condone the behavior of Vockel, it is the behavior of Smith Barney on which we must focus here. See Monsanto, 456 F.2d at 598. Simply put, Smith Barney has not shown that it has come into this court with clean hands. In fact, the opposite has been established. Accordingly, as a court sitting in equity, we will not aid a wrongdoer. We will leave the parties to their monetary and other remedies before the National Association of Securities Dealers.6

III.

The motion of Salomon Smith Barney Inc. for a preliminary injunction will be denied.

ORDER

AND NOW, this _ day of May, 2000, for the reasons set forth in the accompanying Memorandum, it is hereby ORDERED that the motion of plaintiff Salomon Smith Barney Inc. for a preliminary injunction is DENIED.

Justice Kennedy

delivered the opinion of the Court.

The question before us is whether an employee discharged in violation of the Age Discrimination in Employment Act of 1967 is barred from all relief when, after her discharge, the employer discovers evidencé of wrongdoing that, in any event, would have led to the employee’s termination on lawful and legitimate grounds.

I

For some 30 years, petitioner Christine McKennon worked for respondent Nashville Banner Publishing Company. She was discharged, the Banner claimed, as part of a work force reduction plan necessitated by cost considerations. McKen-non, who was 62 years old when she lost her job, thought another reason explained her dismissal: her age. She filed suit in the United States District Court for the Middle District of Tennessee, alleging that her discharge violated the Age Discrimination in Employment Act of 1967 (ADEA or Act), 81 Stat. 602, as amended, 29 U. S. C. § 621 et seq. (1988 *355ed. and Supp. V). The ADEA makes it unlawful for any employer:

“to discharge any individual or otherwise discriminate against any individual with respect to his compensation, terms, conditions, or privileges of employment, because of such individual’s age.” 29 U. S. C. § 623(a)(1).

McKennon sought a variety of legal and equitable remedies available under the ADEA, including backpay. App. 10a-lla.

In preparation of the case, the Banner took McKennon’s deposition. She testified that, during her final year of employment, she had copied several confidential documents bearing upon the company’s financial condition. She had access to these records as secretary to the Banner’s comptroller. McKennon took the copies home and showed them to her husband. Her motivation, she averred, was an apprehension she was about to be fired because of her age. When she became concerned about her job, she removed and copied the documents for “insurance” and “protection.” Deposition, Dec. 18, 1991, Record, Docket Entry No. 39, Vol. 2, p. 241. A few days after these deposition disclosures, the Banner sent McKennon a letter declaring that removal and copying of the records was in violation of her job responsibilities and advising her (again) that she was terminated. The Banner’s letter also recited that had it known of McKennon’s misconduct it would have discharged her at once for that reason.

For purposes of summary judgment, the Banner conceded its discrimination against McKennon. The District Court granted summary judgment for the Banner, holding that McKennon’s misconduct was grounds for her termination and that neither backpay nor any other remedy was available to her under the ADEA. 797 F. Supp. 604 (MD Tenn. 1992). The United States Court of Appeals for the Sixth Circuit affirmed on the same rationale. 9 F. 3d 539 (1993). We *356granted certiorari, 511 U. S. 1106 (1994), to resolve conflicting views among the Courts of Appeals on the question whether all relief must be denied when an employee has been discharged in violation of the ADEA and the employer later discovers some wrongful conduct that would have led to discharge if it had been discovered earlier. Compare Welch v. Liberty Machine Works, Inc., 23 F. 3d 1403 (CA8 1994); O’Driscoll v. Hercules Inc., 12 F. 3d 176 (CA10 1994); 9 F. 3d 539 (CA6 1993) (case below); Washington v. Lake County, 969 F. 2d 250 (CA7 1992); Johnson v. Honeywell Information Systems, Inc., 955 F. 2d 409 (CA6 1992); Summers v. State Farm Mutual Automobile Ins. Co., 864 F. 2d 700 (CA10 1988); Smallwood v. United Air Lines, Inc., 728 F. 2d 614 (CA4), cert. denied, 469 U. S. 832 (1984), with Mardell v. Harleysville Life Ins. Co., 31 F. 3d 1221 (CA3 1994); Kristufek v. Hussman Foodservice Co., Toastmaster Div., 985 F. 2d 364 (CA7 1993); Wallace v. Dunn Construction Co., 968 F. 2d 1174 (CA11 1992), vacated pending rehearing en banc, 32 F. 3d 1489 (1994). We now reverse.

II

We shall assume, as summary judgment procedures require us to assume, that the sole reason for McKennon’s initial discharge was her age, a discharge violative of the ADEA. Our further premise is that the misconduct revealed by the deposition was so grave that McKennon’s immediate discharge would have followed its disclosure in any event. The District Court and the Court of Appeals found no basis for contesting that proposition, and for purposes of our review we need not question it here. We do question the legal conclusion reached by those courts that after-acquired evidence of wrongdoing which would have resulted in discharge bars employees from any relief under the ADEA. That ruling is incorrect.

The Court of Appeals considered McKennon’s misconduct, in effect, to be supervening grounds for termination. That *357may be so, but it does not follow, as the Court of Appeals said in citing one of its own earlier cases, that the misconduct renders it “ ‘irrelevant whether or not [McKennon] was discriminated against.’” 9 F. 3d, at 542, quoting Milligan-Jensen v. Michigan Technological Univ., 975 F. 2d 302, 305 (CA6 1992), cert. granted, 509 U. S. 943, cert. dism’d, 509 U. S. 903 (1993). We conclude that a violation of the ADEA cannot be so altogether disregarded.

The ADEA, enacted in 1967 as part of an ongoing congressional effort to eradicate discrimination in the workplace, reflects a societal condemnation of invidious bias in employment decisions. The ADEA is but part of a wider statutory scheme to protect employees in the workplace nationwide. See Title VII of the Civil Rights Act of 1964, 42 U. S. C. §2000e et seq. (1988 ed. and Supp. V) (race, color, sex, national origin, and religion); the Americans with Disabilities Act of 1990, 42 U. S. C. § 12101 et seq. (1988 ed., Supp. V) (disability); the National Labor Relations Act, 29 U. S. C. § 158(a) (union activities); the Equal Pay Act of 1963, 29 U. S. C. § 206(d) (sex). The ADEA incorporates some features of both Title VII and the Fair Labor Standards Act of 1938, which has led us to describe it as “something of a hybrid.” Lorillard v. Pons, 434 U. S. 575, 578 (1978). The substantive, antidiscrimination provisions of the ADEA are modeled upon the prohibitions of Title VIÍ. See Trans World Airlines, Inc. v. Thurston, 469 U. S. 111, 121 (1985); Lorillard v. Pons, supra, at 584. Its remedial provisions incorporate by reference the provisions of the Fair Labor Standards Act of 1938. 29 U.S.C. § 626(b). When confronted with a violation of the ADEA, a district court is authorized to afford relief by means of reinstatement, backpay, injunctive relief, declaratory judgment, and attorney’s fees. Ibid.; see also Lorillard v. Pons, supra, at 584. In the case of a willful violation of the Act, the ADEA authorizes an award of liquidated damages equal to the backpay award. 29 U. S. C. § 626(b). The Act also gives federal courts the *358discretion to “grant such legal or equitable relief as may be appropriate to effectuate the purposes of [the Act].” Ibid.

The ADEA and Title VII share common substantive features and also a common purpose: “the elimination of discrimination in the workplace.” Oscar Mayer & Co. v. Evans, 441 U. S. 750, 756 (1979). Congress designed the remedial measures in these statutes to serve as a “spur or catalyst” to cause employers “to self-examine and to self-evaluate their employment practices and to endeavor to eliminate, so far as possible, the last vestiges” of discrimination. Albemarle Paper Co. v. Moody, 422 U. S. 405, 417-418 (1975) (internal quotation marks and citation omitted); see also Franks v. Bowman Transp. Co., 424 U. S. 747, 763 (1976). Deterrence is one object of these statutes. Compensation for injuries caused by the prohibited discrimination is another. Albemarle Paper Co. v. Moody, supra, at 418; Franks v. Bowman Transp. Co., supra, at 763-764. The ADEA, in keeping with these purposes, contains a vital element found in both Title VII and the Fair Labor Standards Act: It grants an injured employee a right of action to obtain the authorized relief 29 U. S. C. § 626(c). The private litigant who seeks redress for his or her injuries vindicates both the deterrence and the compensation objectives of the ADEA. See Alexander v. Gardner-Denver Co., 415 U. S. 36, 45 (1974) (“[T]he private litigant [in Title VII] not only redresses his own injury but also vindicates the important congressional policy against discriminatory employment practices”); see also Teamsters v. United States, 431 U. S. 324, 364 (1977). It would not accord with this scheme if after-acquired evidence of wrongdoing that would have resulted in termination operates, in every instance, to bar all relief for an earlier violation of the Act.

The objectives of the ADEA are furthered when even a single employee establishes that an employer has discriminated against him or her. The disclosure through litigation of incidents or practices that violate national policies re*359specting nondiscrimination in the work force is itself important, for the occurrence of violations may disclose patterns of noncompliance resulting from a misappreciation of the Act’s operation or entrenched resistance to its commands, either of which can be of industry-wide significance. The efficacy of its enforcement mechanisms becomes one measure of the success of the Act.

The Court of Appeals in this case relied upon two of its earlier decisions, Johnson v. Honeywell Information Systems, Inc., 955 F. 2d 409 (CA6 1992); Milligan-Jensen v. Michigan Technological Univ., 975 F. 2d 302 (CA6 1992), and the opinion of the Court of Appeals for the Tenth Circuit in Summers v. State Farm Mutual Automobile Ins. Co., 864 F. 2d 700 (1988). Consulting those authorities, it declared that it had “firmly endorsed the principle that after-acquired evidence is a complete bar to any recovery by the former employee where the employer can show it would have fired the employee on the basis of the evidence.” 9 F. 3d, at 542. Summers, in turn, relied upon our decision in Mt. Healthy City Bd. of Ed. v. Doyle, 429 U. S. 274 (1977), but that decision is inapplicable here.

In Mt. Healthy we addressed a mixed-motives case, in which two motives were said to be operative in the employer’s decision to fire an employee. One was lawful, the other (an alleged constitutional violation) unlawful. We held that if the lawful reason alone would have sufficed to justify the firing, the employee could not prevail in a suit against the employer. The case was controlled by the difficulty, and what we thought was the lack of necessity, of disentangling the proper motive from the improper one where both played a part in the termination and the former motive would suffice to sustain the employer’s action. Id., at 284-287.

That is not the problem confronted here. As we have said, the case comes to us on the express assumption that an unlawful motive was the sole basis for the firing. McKen-non’s misconduct was not discovered until after she had been *360fired. The employer could not have been motivated by knowledge it did not have and it cannot now claim that the employee was fired for the nondiscriminatory reason. Mixed-motive cases are inapposite here, except to the important extent they underscore the necessity of determining the employer’s motives in ordering the discharge, an essential element in determining whether the employer violated the federal antidiscrimination law. See Price Waterhouse v. Hopkins, 490 U. S. 228, 252 (1989) (plurality opinion) (employer’s legitimate reason for discharge in mixed-motive case will not suffice “if that reason did not motivate it at the time of the decision”); id., at 260-261 (White, J., concurring in judgment); id., at 261 (O’Connor, J., concurring in judgment). As has been observed, “proving that the same decision would have been justified ... is not the same as proving that the same decision would have been made.” Id., at 252 (plurality opinion) (internal quotation marks and citations omitted); see also id., at 260-261 (White, J., concurring in judgment).

Our inquiry is not at an end, however, for even though the employer has violated the Act, we must consider how the after-acquired evidence of the employee’s wrongdoing bears on the specific remedy to be ordered. Equity’s maxim that a suitor who engaged in his own reprehensible conduct in the course of the transaction at issue must be denied equitable relief because of unclean hands, a rule which in conventional formulation operated in limine to bar the suitor from invoking the aid of the equity court, 2 S. Symons, Pomeroy’s Equity Jurisprudence § 397, pp. 90-92 (5th ed. 1941), has not been applied where Congress authorizes broad equitable relief to serve important national policies. We have rejected the unclean hands defense “where a private suit serves important public purposes.” Perma Life Mufflers, Inc. v. International Parts Corp., 392 U. S. 134, 138 (1968) (Sherman and Clayton Antitrust Acts). That does not mean, however, the employee’s own misconduct is irrelevant to all the reme*361dies otherwise available under the statute. The statute controlling this case provides that “the court shall have jurisdiction to grant such legal or equitable relief as may be appropriate to effectuate the purposes of this chapter, including without limitation judgments compelling employment, reinstatement or promotion, or enforcing the liability for [amounts owing to a person as a result of a violation of this chapter].” 29 U. S. C. § 626(b); see also § 216(b). In giving effect to the ADEA, we must recognize the duality between the legitimate interests of the employer and the important claims of the employee who invokes the national employment policy mandated by the Act. The employee’s wrongdoing must be taken into account, we conclude, lest the employer’s legitimate concerns be ignored. The ADEA, like Title VII, is not a general regulation of the workplace but a law which prohibits discrimination. The statute does not constrain employers from exercising significant other prerogatives and discretions in the course of the hiring, promoting, and discharging of their employees. See Price Waterhouse v. Hopkins, supra, at 239 (“Title VII eliminates certain bases for distinguishing among employees while otherwise preserving employers’ freedom of choice”). In determining appropriate remedial action, the employee’s wrongdoing becomes relevant not to punish the employee, or out of concern “for the relative moral worth of the parties,” Perma Life Mufflers, Inc. v. International Parts Corp., supra, at 139, but to take due account of the lawful prerogatives of the employer in the usual course of its business and the corresponding equities that it has arising from the employee’s wrongdoing.

The proper boundaries of remedial relief in the general class of cases where, after termination, it is discovered that the employee has engaged in wrongdoing must be addressed by the judicial system in the ordinary course of further decisions, for the factual permutations and the equitable considerations they raise will vary from case to case. We do conclude that here, and as a general rule in cases of this type, *362neither reinstatement nor front pay is an appropriate remedy. It would be both inequitable and pointless to order the reinstatement of someone the employer would have terminated, and will terminate, in any event and upon lawful grounds.

The proper measure of backpay presents a more difficult problem. Resolution of this question must give proper recognition to the fact that an ADEA violation has occurred which must be deterred and compensated without undue infringement upon the employer’s rights and prerogatives. The object of compensation is to restore the employee to the position he or she would have been in absent the discrimination, Franks v. Bowman Transp. Co., 424 U. S., at 764, but that principle is difficult to apply with precision where there is after-acquired evidence of wrongdoing that would have led to termination on legitimate grounds had the employer known about it. Once an employer learns about employee wrongdoing that would lead to a legitimate discharge, we cannot require the employer to ignore the information, even if it is acquired during the course of discovery in a suit against the employer and even if the information might have gone undiscovered absent the suit. The beginning point in the trial court’s formulation of a remedy should be calculation of backpay from the date of the unlawful discharge to the date the new information was discovered. In determining the appropriate order for relief, the court can consider taking into further account extraordinary equitable circumstances that affect the legitimate interests of either party. An absolute rule barring any recovery of backpay, however, would undermine the ADEA’s objective of forcing employers to consider and examine their motivations, and of penalizing them for employment decisions that spring from age discrimination.

Where an employer seeks to rely upon after-acquired evidence of wrongdoing, it must first establish that the wrongdoing was of such severity that the employee in fact would *363have been terminated on those grounds alone if the employer had known of it at the time of the discharge. The concern that employers might as a routine matter undertake extensive discovery into an employee’s background or performance on the job to resist claims under the Act is not an insubstantial one, but we think the authority of the courts to award attorney’s fees, mandated under the statute, 29 U. S. C. §§ 216(b), 626(b), and to invoke the appropriate provisions of the Federal Rules of Civil Procedure will deter most abuses.

The judgment is reversed, and the case is remanded to the Court of Appeals for the Sixth Circuit for further proceedings consistent with this opinion.

It is so ordered.

GERALD S. LEVIN, District Judge:

This suit was instituted by the United States Government to secure declaratory *94relief and specific performance of an agreement entered into in 1934 between the Government and a predecessor in interest of the Georgia-Pacific Corporation. The Government brought suit in 1967 pursuant to 28 U.S.C. § 2201. The trial court had original jurisdiction under 28 U.S.C. § 1345. This court has jurisdiction under 28 U.S.C. § 1291. From a judgment in favor of Georgia-Pacific and denying equitable relief to the Government, the Government has taken this appeal.

The facts of the case are as follows: Coos Bay Lumber Company, hereafter referred to as “Lumber Company”, owned certain timberlands in 1934, consisting of approximately 58,900 acres in Coos and Douglas Counties, Oregon, both within and without the northern exterior boundaries of the Siskiyou National Forest as it existed in 1934. Those timber-lands are known as the “Eden Ridge Tract”.

In 1933 Oregon’s economy and lumber industry were in a depressed condition. In the 1930’s many timber owners in the Northwest abandoned cutover lands to eliminate further payment of ad va-lorem taxes. When the lands were thus abandoned, the counties foreclosed the tax liens and provided fire protection to the lands and also offered the lands for sale at tax foreclosure sales. Sometimes small landholders located and attempted to establish homesteads in isolated, fertile valleys of the area. These homesteads located in forest areas tended to increase fire hazards.

In 1933, the president of Lumber Company proposed to representatives of the Forest Service that the Government extend the boundaries of the Siskiyou National Forest to include all of the Eden Ridge Tract and .that Lumber Company would thereafter convey to the Government its forest lands in the Eden Ridge Tract after the forest growth thereon had been harvested. In 1934, a document (hereafter referred to as the “1934 Document”) was executed under seal incorporating the above proposal. The signatories thereto were Lumber Company, the then owner of the lands, and the then Acting Regional Forester of the United States Forest Service, Region 6.

By letter dated April 20, 1934, Senator McNary asked for the Forest Service’s comments on a letter dated April 16, 1934, from John D. Goss concerning a proposed bill which resulted in the passage by Congress of Public Law 131, referred to hereafter. The Forest Service replied on April 25, 1934. Letters from Goss and from Acting Regional Forester Sherman recommended passage of the bill and referred to Lumber Company’s proposed agreement to donate cutover forest land if the boundaries of the forest were extended to include Lumber Company land.

The boundaries of the Siskiyou National Forest were thereupon extended to include all the lands described in Schedule “B” of the 1934 Document.1

The 1934 Document was recorded on June 10, 1935, in Douglas County, Oregon. By this unambiguous Document, the Lumber Company assumed a continuing duty to convey lands to the Government as they were cut over. As consideration, the Government extended the boundaries of the Siskiyou National Forest, thus giving the Lumber Company additional fire protection. This is what the Lumber Company wanted in exchange for this duty to convey these lands over a period of time, and that is what it received. When the Lumber Company entered into this bargain, it thought that there would be added fire protection for it since it was within the boundaries of the National Forest. The 1934 Document created a clear binding contract. Congress performed its function of acceptance and at .the same time, *95by changing the boundaries of the Siski-you National Forest, provided consideration for the contract.

From 1936 through 1941, Lumber Company conveyed to Government a total of 9,356.82 acres of land within the exterior boundaries of .the Siskiyou National Forest. Of the lands conveyed, 2,938.37 acres of land were from those described in Schedule “A” of the 1934 Document, being within the original boundary of the Siskiyou National Forest, and 6,418.45 acres of land were from those described in Schedule “B” of the 1934 Document, being within the boundaries of the Siskiyou National Forest as extended by the Act of June 13, 1935, 49 Stat. 338.

Lumber Company conveyed the lands remaining in its ownership in the Eden Ridge Tract to Timber Company, together with other lands, by Deed dated July 10, 1956.2 Georgia-Pacific acquired title to .the lands from Timber Company by Deed dated December 17, 1962.

From 1934 through April 4, 1958, Lumber Company or its successors did not complete cutting and slash disposal on any quarter section or a portion thereof in the Eden Ridge Tract except for lands previously conveyed to Government as set forth herein.

Public Land Order [P.L.O.] 1610, 23 Fed.Reg. 2340, dated April 4, 1958, was issued after the exterior boundaries of the Siskiyou National Forest were extended by the Act of June 13, 1935. This Order retracted the northern boundary of the Forest, excluding lands described in Schedule “B” of the 1934 Document (except for lands previously conveyed) then owned by Georgia-Pacific, and re-establishing the northern boundary as it was before the 1935 extension. The maps of the Forest were changed and the personnel of the Forest Service then began acting as if this was no longer part of the National Forest. For all practical purposes it was not and is not a part of the National Forest.

Over the years the Government made no claim upon Lumber Company or its successors to convey any land under the 1934 Document. No assertion of ownership or other rights in the land was made until 1961 (with the exception of 1958, when Government, inferentially at least, asserted some ownership interest by discontinuing negotiations for a land exchange). During the same period of time, Government, without interference, allowed Georgia-Pacific to manage this timberland at a very considerable expense, meanwhile adding a great deal' of value to it.

Based on the foregoing facts, the district court found that the 1934 Document was a valid contract, but whose purposes and objectives were frustrated by the retraction of the boundaries of the Sis-kiyou National Forest in 1958, thereby terminating the duty of Georgia-Pacific to convey any cutover lands pursuant to the 1934 Document. The district court found the 1958 retraction to constitute a failure of consideration, rendering the 1934 Document void and unenforceable.3 We affirm the decision of the district court but on grounds other than those ’ upon which its decision is based. The grounds upon which the decision of this court is founded are discussed hereafter.

Equitable Estoppel

Equitable estoppel is a doctrine adjusting the relative rights of parties based upon consideration of justice and good conscience. Smale & Robinson, Inc. v. United States, 123 F.Supp. 457, *96463 (S.D.Cal.1954); Peoples National Bank v. Manos Brothers, Inc., 226 S.C. 257, 84 S.E.2d 857, 870, 45 A.L.R.2d 1070 (1954); 3 Pomeroy, Equity Jurisprudence §§ 801, 802 (5th ed. Symons 1941); 28 Am.Jur.2d Estoppel and Waiver § 28, at 629. Pomeroy has defined equitable estoppel as having the effect of absolutely precluding a party, both at law and equity

“[f]rom asserting rights which might perhaps have otherwise existed, either of property, of contract, or of remedy as against another person, who has in good faith relied upon such conduct, and has been led thereby to change his position for the worse, and who on his part acquires some corresponding right, either of property, of contract, or of remedy.”

3 Pomeroy § 804, at 189. See also Dickerson v. Colgrove, 100 U.S. 578, 580, 25 L.Ed. 618 (1879); Bankers Trust Co. v. Pacific Employers Insurance Co., 282 F.2d 106, 112 (9th Cir. 1960). Equitable estoppel prevents a party from assuming inconsistent positions to the detriment of another party, Lebold v. Inland Steel Co., 125 F.2d 369, 375 (7th Cir. 1941) or, as stated in Bigelow, Law of Estoppel 603 (6th ed. Carter 1913), “ ‘He who keeps silent when duty commands him .to speak shall not speak when duty commands him to keep silent.’ ” See also 31 C.J.S.. Es-toppel § 108, at p. 548.

Equitable estoppel is a rule of justice which, in its proper field, prevails over all other rules. City of Chetopa v. Board of County Com’rs., 156 Kan. 290, 133 P.2d 174, 177 (1943). An equitable estoppel will be found only where all the elements necessary for its invocation are shown to the court. The test in this circuit was reiterated in Hampton v. Paramount Pictures Corp., 279 F.2d 100, 104, 84 A.L.R.2d 454 (9th Cir. 1960):

“Four elements must be present to establish the defense of estoppel: (1) The party to be estopped must know the facts; (2) he must intend that his conduct shall be acted on or must so act that the party asserting the estop-pel has a right to believe it is so intended; (3) the latter must be ignorant of the true facts; and (4) he must rely on .the former's conduct to his injury. California State Board of Equalization v. Coast Radio Products, 9 Cir., 228 F.2d 520, 525.” 4

*97Many kinds of activities — or inactivity — on the part of a defendant may permit the defense of equitable estoppel to be asserted against him. Obviously conduct amounting to fraud would suffice to raise an estoppel against a defendant, but it is clear that conduct far short of actual fraud will also suffice.5 A party’s silence, for example, will work an estoppel if, under the circumstances, he has a duty to speak.6 A common example of this occurs when a plaintiff knowingly permits a defendant to make expenditures or improvements on property the latter believes to be his, but which in fact the plaintiff knows to be the plaintiff’s property. In this case, equity may decree that the plaintiff is estopped from asserting title to the property in question.7 As the court in Management & Investment Co. v. Zmunt, 59 F.2d 663, 664 (6th Cir. 1932), said:

“It is axiomatic that equity will not grant relief to one who has stood by and permitted the expenditure of large sums of money upon the faith and belief that he does not deem his rights to be violated.” 8

In the instant case, the facts show that Government has engaged in just that kind of conduct which would render it liable to the defense of equitable es-toppel, subject to the possible immunity therefrom enjoyed by Government, to be discussed hereafter.

Using the test previously enunciated by this Court in the Hampton and California State Board of Equalization eases, supra, we find all the requirements stated there to be met. First, the party to be estopped, Government, certainly “knew the facts”9 relevant here. As *98found by the district court below, the 1934 Document was a binding agreement signed by both Georgia-Pacific and a representative of the Government, the Regional Forester. The evidence also makes it clear that Congress was aware of .this agreement and knowingly “ratified” it by the passage of the Act of June 13, 1935. (See footnote 1, supra). Government also knew the facts when another of its representatives, Assistant Secretary of the Interior Sherman, issued P.L.O. 1600, supra, pursuant to a delegation of authority from the President, to effect the retraction of the Sis-kiyou National Forest northern boundary. Government knew the facts when, by Act of Congress in August, 1958,10 the exterior boundaries of the Siskiyou National Forest along the Rogue River to the South of the Eden Ridge Tract were extended, but the northern boundary as reduced by P.L.O. 1600 was not disturbed. Finally, Government knew the facts when it permitted Lumber Company and its successor, Georgia-Pacific, to manage and develop the Eden Ridge Tract until 1958 without making any formal demands for conveyance of cutover lands and when, after P.L.O. 1600 was issued in 1958, the personnel of both Government and the Forest Service treated the boundaries of Siskiyou National Forest as though they had in fact been retracted to the pre-1934 status. Government can hardly claim that it was not aware of the expenditures made by Georgia-Pacific on the lands it thought it owned in the period between 1958 and the Government’s bringing suit in 1967.

Second, whether or not Government and its representatives “intended” that Georgia-Pacific act in reliance on Government’s actions (and inactions), it is beyond dispute that Georgia-Pacific had a reasonable right to act in reliance thereon. All of Government's actions during the period 1934-1958 were consistent with the belief that Government was not pressing any claims it had under the 1934 Document other than to accept cutover lands as Lumber Company and its successors might convey them. And all of Government’s actions during the period 1958-1967 were consistent with Georgia-Pacific’s belief that P.L.O. 1600 had in fact reduced the boundaries of Siskiyou National Forest to their status existing prior to the execution of the 1934 Document.

Third, Georgia-Pacific was “ignorant of the true facts”, if, as Government claims, the “true facts” are that it never relinquished any claims it had under the 1934 Document and that P.L.O. 1600 was ineffective to cut off Government’s rights because its issuance was not validly authorized. There was no explicit statute, ruling, order or case authority to give Georgia-Pacific any indication whatsoever that P.L.O. 1600 might have been issued pursuant to an improper delegation of authority, assuming for the moment such to be the case. Government and its representatives, as discussed above, even treated the Order as binding, changing the pertinent maps and Forest Service routines to coincide with the changes decreed by the Order.

Fourth and finally, it is true that Georgia-Pacific did rely on the representations (or lack of same in some instances) to its injury. Georgia-Pacific spent some $350,000, beginning in 1956, in an intensive forest management program. Georgia-Pacific has maintained a 300-mile road system and has reseeded or planted a new crop of trees. In addition, Georgia-Pacific has continued to pay its annual ad valorem taxes to Coos and Douglas Counties and to pay its annual dues for fire protection to the Fire Patrol Association.

The major issue facing this Court is not whether the facts are sufficient to raise the defense of equitable estoppel, but whether under the circumstances such estoppel can be raised against Government. It has been held generally that the Government is not subject to the same rules of property and estoppel as *99are private suitors. See United States v. California, 332 U.S. 19, 40, 40 n. 22, 67 S.Ct. 1658, 91 L.Ed. 1889 (1947); Sho.twell v. United States, 163 F.Supp. 907, 915 (E.D.Wash.1958).11 Such governmental immunity from estoppel is an off-shoot of sovereign immunity.12 Both the doctrine of sovereign immunity

and that of governmental immunity from estoppel have been much discussed, criticized and limited in recent years.13 While the resulting disfavor with sovereign immunity has resulted in legisla-lation limiting the availability of that defense in certain actions against the Government,14 a corresponding expansion *100of the availability of estoppel against the Government has occurred rather more slowly.

In the leading case expressing the limitations of equitable estoppel against the Government, Utah Power & Light Co. v. United States, 243 U.S. 389, 409, 37 S.Ct. 387, 391, 61 L.Ed. 791 (1916), the United States Supreme Court said:

“[T]he United States is neither bound nor estopped by acts of its officers or agents in entering into an arrangement or agreement to do or cause to be done what the law does not sanction or permit.

-X- * * * -X- *

A suit by the United States to enforce and maintain its policy respecting lands which it holds in trust for all the people stands upon a different plane in this and some other respects from the ordinary private suit to regain the title to real property or to remove a cloud from it.”15

In Federal Crop Ins. Corp. v. Merrill, 332 U.S. 380, 68 S.Ct. 1, 92 L.Ed. 10, 175 A.L.R. 1075 (1947), the Supreme Court declined to find the Federal Crop Insurance Corporation estopped .to deny liability on a policy for wheat protection issued to Merrill. Provisions restricting the coverage of certain kinds of wheat having been published in the Federal Register, Merrill was found to have been on constructive notice thereof to the extent that insurance could not be issued to protect his type of crop.16

The growth of government and the concomitant increase in its functions, power and contacts with private parties has made many courts increasingly reluctant to deny the defense of equitable estoppel in appropriate situations. The Government, in its caretaker role for all the public, should not be bound by the unauthorized or unlawful acts of its representatives. On the other hand, it is hardly in the public’s interest for the Government to deal dishonestly or in an unconscientious manner. This is especially imperative in a time when few individuals and corporations, if any, can escape numerous dealings with the Government and its agents.

Numerous cases reflect the position that equitable estoppels may be found against the Government in certain situations. Thus the courts have held that an equitable estoppel may be found against the Government (1) if the Government is acting in its proprietary rather than sovereign capacity;17 and (2) if its rep*101resentative has been acting within the scope of his authority.18

(1) While it is said that the Government can be estopped in its proprietary role, but not in its sovereign role, the authorities are not clear about just what activities are encompassed by each. In its proprietary role., the Government is acting as a private concern would; in its sovereign role, the Government is carrying out its unique governmental functions for the benefit of the whole public.

In the instant case, .the Government is suing to enforce a contract between it and a third party, and is thus acting as a private party would. The question here is not that of preserving public lands — since Government never had title to the cutover lands it is now claiming— but only of enforcing a private contract to gain new title to lands.

In United States v. A. Bentley & Sons Co., 293 F. 229, 235 (S.D.Ohio 1923), a case dealing with commercial paper, the court noted that

“When the government enters into a contract with an individual or corporation, it divests itself of its sovereign character as to that particular transaction and takes .that of an ordinary citizen and submits to the same law as governs individuals under like circumstances.” 19

(2) We must also ask whether Assistant Secretary of the Interior Sherman, in issuing P.L.O. 1600 in 1958, was acting beyond the scope of his authority, thus rendering such Order ineffective .to bind the Government under the principles discussed above. And if it is found that such Order was ineffective when issued, was it nonetheless ratified and thus binding by the action of Congress in passing the Act of August, 1958 ?

Government contends that P.L.O. 1600 was never valid to affect its rights because the officer who issued it, Assistant Secretary of the Interior Sherman, was without lawful authority to do so. Although Sherman issued the Order pursuant to a valid delegation of authority within the Executive branch, the question is whether by so doing he was usurping a function reserved to Congress.20

An examination of the relevant statutes leads us to the conclusion that nothing forbade the executive issuance of P.L.O. 1600.

By Congressional Act of 189121 the President was empowered to set apart and reserve public lands as national forests and to establish such forests and their “limits” or exterior boundaries by “public proclamation.” By Congressional Act of 1897 22 the President was authorized to modify past or future executive orders establishing national forests, “and by such modification may reduce the area or change the boundary lines * * * or may vacate altogether any order creating such reserve.” This cor*102ollary power in the 1897 Act was spelled out “to remove any doubt which may exist pertaining to the authority of the President thereunto.” 23

The Siskiyou National Forest was such a forest established by executive order on October 5, 1906.24 Thereafter, by a rider to a general appropriation bill in 1907, Congress limited the President’s power to create new national forests in certain western states and to extend the boundaries of national forests in such states. Similar riders were enacted in subsequent appropriation bills during the period 1907-1912, and this legislation provides:

“No national forest shall be created, nor shall any additions be made to one created prior to June 25, 1910, within the limits of the States of California, Oregon, Washington, Idaho, Montana, Colorado, or Wyoming, except by Act of Congress.” (Emphasis added) (30 Stat. 34, 36, 16 U.S.C.A. § 471 (1897) 25

Thus the 1907-1912 Acts limited Presidential power to extend and create national forests in western states but did not purport to affect his power to reduce such boundaries as conferred under the 1897 Act. The limitations in the 1907-1912 Acts were express; limitations on reduction of boundaries were neither expressed, implied nor intended.26

By reading all the pertinent Congressional legislation together insofar as it lays out a general system of land laws,27 we find no indication that we should depart from the principle of statutory construction by which repeal by implication is not favored. Wherever possible, effect should be given to both earlier and later statutes; repeal can only be implied when the new statute(s) is clearly repugnant, in words or purpose, to the old statute (s). There can be no repeal unless the intention of the legislative body to repeal is clear. United States v. Borden Co., 308 U.S. 188, 198-199, 60. S.Ct. 182, 84 L.Ed. 181 (1939).

Following the 1907-1912 Acts, presidential proclamations reducing national forests in the western states continued as before. On May 4, 1914, for example, the President by Proclamation pursuant to the 1897 Act changed the boundaries of Siskiyou National Forest to exclude and eliminate certain areas from that forest and restored the excluded public lands “to settlement in advance of entry.” (38 Stat. 1994).

We find that it does not lie with the Forest Service to argue now against the validity of an administrative power which apparently has been exercised by the President or his representative without being questioned for over 50 years.

In any event, even assuming arguendo that P.L.O. 1600 was invalid for lack of authority in the President .to issue it, we are faced with subsequent Congressional action which in effect confirmed the April, 1958, boundary change.

In August, 1958, Congress, with knowledge of the previous boundary reduction,28 extended the boundaries of *103the Siskiyou National Forest,29 without disturbing the newly retracted northern boundaries.

Therefore, even assuming lack of executive or administrative authority, the April, 1958, boundary reduction was confirmed and ratified by this subsequent Congressional action. See Poison Logging Co. v. United States, 160 F.2d 712, 714-715 (9th Cir. 1947); Restatement, Agency 2d §§ 82, 88.

Mr. Justice Holmes once wrote, “Men must turn square corners when they deal with the Government,” 30 but it is clear that the Government is itself becoming more reasonable by permitting those corners to be rounded 31 when reason and logic demand that the Government be held to the same standard of rectilinear rectitude that' it demands from its citizens.32 One commentator has summarized the law in this area by saying that, “The claim of the government to an immunity from estoppel is in fact a claim to exemption from the requirements of morals and justice.” 33 We agree, and we find that the dictates of both morals and justice indicate that the Government is not entitled to immunity from equitable estoppel in this case.

Clean Hands

A second equitable defense here is that of clean hands, a doctrine somewhat akin to, but distinguishable from, that of estoppel.34 Like estoppel, the doctrine of clean hands is based on conscience and good faith. Hoehn v. Crews, 144 F.2d 665, 672 (10th Cir. 1944) aff’d, Garber v. Crews, 324 U.S. 200, 65 S.Ct. 600, 89 L.Ed. 870 (1945); 2 Pomeroy § 398. The Supreme Court defined the doctrine thus in Precision Instrument Mfg. Co. v. Automotive Co., 324 U.S. 806, 814, 65 S.Ct. 993, 997, 89 L.Ed. 1381 (1945):

“The guiding doctrine in this case is the equitable maxim that ‘he who comes into equity must come with clean hands.’ This maxim is far more than a mere banality. It is a self-imposed ordinance that closes the doors of a court of equity to one tainted with inequitableness or bad faith relative .to the matter in which he seeks relief, however improper may have been the behavior of the defendant. That doctrine is rooted in the historical concept of court of equity as a vehicle for affirmatively enforcing the requirements of conscience and good faith.

* * # ■«• * *

This maxim necessarily gives wide range to the equity court’s use of discretion in refusing to aid the unclean litigant.”

The Government comes before this Court seeking the equitable remedy of specific performance, a decree for which can be denied if the plaintiff has not come into court with clean hands.35

*104Pope Mfg. Company v. Gormully, 144 U.S. 224, 236-237, 12 S.Ct. 632, 36 L.Ed. 414 (1892), Cathcart v. Robinson, 5 Pet. 264, 276, 8 L.Ed. 120 (1831). See National Fire Ins. Co. v. Thompson, 281 U.S. 331, 338, 50 S.Ct. 288, 74 L.Ed. 881 (1930).

If a court of equity finds the plaintiff to be guilty of unfair conduct or any inequitable advantage it may refuse him the remedy of specific performance — even though such conduct would not be sufficient for rescission of the contract sought to be enforced. Shikes v. Gabelnick, 273 Mass. 201, 173 N.E. 495, 497, 87 A.L.R. 1339 (1930).

Pomeroy, in noting the applicability of the doctrine of clean hands to the remedy of specific performance, states, (2 • Pomeroy § 400, at 100):

“A contract may be perfectly valid and binding at law; it may be of a class which brings it within the equitable jurisdiction, because the legal remedy is inadequate; but if the plaintiff’s conduct in obtaining it, or in acting under it, has been unconsci-entious, inequitable, or characterized by bad faith, a court of equity will refuse him the remedy of a specific performance, and will leave him to his legal remedy by action for damages.”

It is clear that in the present case a decree of specific performance in favor of Government will result in an inequitable advantage to it to the extent that Georgia-Pacific has made considerable investment in the Eden Ridge Tract based upon good faith reliance on both the boundary changes of 1958 and the failure of Government to assert any claim to the subject lands until the present suit was instituted.

The Government’s actions can hardly be described as comporting with the dictates of good faith, fair dealing or conscience. Georgia-Pacific was given no indication that the boundary changes effected in 1958 were invalidly made (as Government claims) or that Government would later repudiate such changes to the considerable financial detriment of Georgia-Pacific. It is just these considerations which find Government’s hands tainted and thus lead this court to deny its claim for specific performance.

Other Equitable Considerations in Granting Specific Performance

Our final consideration relates to the general rules of equity surrounding the discretionary remedy of specific performance. Because addressed to .the discretion of the court, the remedy may be denied where the equities are such as to convince the court that justice and good conscience requires denial.36 As this court said over half a century ago in Marks v. Gates, 154 F. 481, 482, 83 C.C. A. 321 (9th Cir. 1907):

“The enforcement of a contract by a decree for its specific performance rests in the sound discretion of the court — a judicial discretion to be exercised in accordance with established principles of equity. A contract may be valid in law and not subject to cancellation in equity, and yet the terms thereof, the attendant circumstances, and in some cases the subsequent events, may be such as to require the court to deny its specific performance.”

Courts of equity have long refused to decree specific performance where the result would be unconscionable, unjust, inequitable, oppressive or unduly harsh. See Union Pacific R’y Co. v. Chicago Etc. R’y Co., 163 U.S. 564, 603-604, 16 S.Ct. 1173, 41 L.Ed. 265 (1896); Restatement, Contracts § 367 (1932); 2 Pomeroy, § 400, at 101; 4. Pomeroy § 1405a, at 1043; 49 Am.Jur. Specific Performance § 6, at 10; § 58, at 73; 81 C.J.S. Specific Performance § 1, at pp. *105408-409; Note, Hardship as a Defense to Specific Performance in West Virginia, 44 W.Va.L.Q. 387 (1938). Therefore “[i]t necessarily follows that a less strong case is sufficient to defeat a suit for specific performance than is requisite to obtain the remedy.” 4 Pomeroy § 1405a, at 1044.

In the instant case, a decree of specific performance would inure to the obvious and substantial hardship of Georgia-Pacific. Georgia-Pacific’s program of reseeding and planting would be rendered futile, and its expenditures on the subject land and appurtenant roads and facilities would be lost. A decree of specific performance would result in a severe diminution of the forest reserve assets of Georgia-Pacific, and.'Georgia-Pacific would have lost any chances it had ,to purchase similar timberland in the past ten years.

We find it unnecessary to consider the applicability of the doctrine of frustration of contract and of failure of consideration in relation to the 1934 Document briefed and argued by the parties in view of the grounds of our decision.

The judgment of the District Court is affirmed.

Mr. Justice Douglas

delivered the opinion of the Court.

Sec. 205 (a) of the Emergency Price Control Act of 1942 (56 Stat. 23, 50 U. S. C. App. Supp. II, §§ 901, 925) provides: “Whenever in the judgment of the Administrator any person has engaged or is about to engage in any *322acts or practices which constitute or will constitute a violation of any provision of section 4 of this Act, he may make application to the appropriate court for an order enjoining such acts or practices, or for an order enforcing compliance with such provision, and upon a showing by the Administrator that such person has engaged or is about to engage in any such acts or practices a permanent or temporary injunction, restraining order, or other order shall be granted without bond.” The question in this case is whether the Administrator, having established that a defendant has engaged in acts or practices violative of § 4 of the Act is entitled as of right to an injunction restraining the defendant from engaging in such acts or practices or whether the court has some discretion to grant or withhold such relief.

Sec. 4 (a) of the Act makes it unlawful for a person to sell or deliver any commodity in violation of specified orders or regulations of the Administrator. A regulation issued under § 2 of the Act and effective in May, 1942 (7 Fed. Reg. 3153) provided that no person should sell or deliver any commodity at a price higher than the authorized maximum price (§ 1499.1) as fixed or determined by the regulation.1 Since maximum prices were fixed with

*323reference to earlier base periods, the regulation also provided for the preservation and examination of existing records.2 And provision was likewise made for the keeping of current records reflecting sales made under the regulation 3 and for the filing of maximum prices with the Administrator.4

*324There is no substantial controversy over the facts. Petitioner operates a large department store in Washington, D. C. and did a business of about $20,000,000 in 1942. There are 107 departments in the store and each sells a separate line of merchandise. In the fall of 1942 the Administrator started an investigation to determine whether petitioner was complying with the Act and the regulation. The investigation was a “spot check,” confined to seven departments. In each of the seven departments violations were disclosed. As a result this suit was brought. The complaint charged violations of the maximum price provisions of the regulation and violations of the regulations governing the keeping of records and reporting to the Administrator. The Administrator prayed for an injunction enjoining petitioner from selling, delivering or offering for sale or delivery any commodity in violation of the regulation and from failing to keep complete and accurate records as required by the regulation. In its answer petitioner pleaded among other things that any failure or neglect to comply with the regulation was involuntary and was corrected as soon as discovered.

Numerous violations both as respects prices and records were discovered. Thus in six of the seven departments investigated there had occurred between May and October, *3251942 some 3,700 sales in excess of the maximum prices with overcharges of some $4,600. The statements filed with the Administrator were deficient, some 400 items of merchandise being omitted. And there were over 300 items with respect to which no records were kept showing how the maximum prices had been determined.

There is no doubt, however, of petitioner’s good faith and diligence. The District Court found that the manager of the store had offered it as a laboratory in which the Administrator might experiment with any regulation which might be issued. Prior to the promulgation of the regulation the petitioner had created a new section known as the price control office. That office undertook to bring petitioner into compliance with the requirements of the regulation in advance of its effective date. The head of that office together with seven assistants devoted full time to that endeavor. But the store had about 2,000 employees and over one million two hundred thousand articles of merchandise. In the furniture departments alone there were over fifty-four thousand transactions in the first ten months of 1942. Difficulties were encountered in interpreting the regulation, in determining the exact nature of an article and whether it had. been previously sold and at what price, etc. The absence of adequate records made it difficult to ascertain prices during the earlier base-period. Misunderstanding of the regulation, confusion on the part of employees not trained in such problems of interpretation and administration, the complexity of the problem, and the fallibility of humans all combined to produce numerous errors. But the District Court concluded that the “mistakes in pricing and listing were all made in good faith and without intent to violate the regulations.”

The District Court also found that the mistakes brought to light “were at once corrected, and vigorous steps were taken by The Hecht Company to prevent recurrence of *326these mistakes or further mistakes in the future.” The company increased its price control office to twenty-eight employees. New methods of internal control were instituted early in November, 1942 with the view of avoiding future violations. That new system of control “greatly improved” the situation. Petitioner undertook to make repayment of all overcharges brought to light by the investigation in case of customers who could be identified. It proposed to contribute the remaining amount of such overcharges to some local charity. The District Court concluded that the issuance of an injunction would have “no effect by way of insuring better compliance in the future” and would be “unjust” to petitioner and not “in the public interest.” It accordingly dismissed the complaint. 49 F. Supp. 528. On appeal the Court of Appeals-for the District of Columbia reversed that judgment, one judge dissenting. 137 F. 2d 689. That court held that the findings of the District Court were supported by substantial evidence, except that it did not consider whether the evidence supported the findings that an injunction would not insure better compliance in the future and would be unjust to petitioner. In its view the latter findings were immaterial. For it construed § 205 (a) of the Act to require the issuance of an injunction or other order as a matter of course, once violations were found.

The case is here on a petition for a writ of certiorari which we granted because of the importance of the problem in the administration of the Act.

Respondent insists that the mandatory character of § 205 (a) is clear from its language, history and purpose. He argues that “shall be granted” is not permissive, that since the same section provides that the Administrator “may” apply for an injunction and that, if so, the injunction “shall” be granted, “may” and “shall” are each used in the ordinary sense. It is pointed out that when the bill (for which the Act in its final form was substituted) *327passed the House, § 205 (a) provided that “upon a proper showing” an injunction or other order “shall be granted without bond.”5 The words “upon a proper showing” were stricken in the Senate and were replaced by the words “upon a showing by the Administrator that such person has engaged or is about to engage in any such acts or practices.” And the Senate Report in its analysis of § 205 (a) stated that “upon a showing by the Administrator that such person has engaged or is about to engage in any such acts or practices, a temporary or permanent injunction, restraining order or other order is to be granted without bond.” S. Rep. No. 931, 77th Cong., 2d Sess., p. 25. Further support for the view that the issuance of an injunction is mandatory once violations are shown is sought in the pattern of federal legislation which provides relief by injunction in aid of law enforcement. Some of those statutes6 contain provisions quite close to the language of § 205 (a). Others provide that an injunction or restraining order shall be granted “upon a proper showing”7 or that federal district courts shall have jurisdiction to restrain violations “for cause shown.”8 The argument is that when Congress desired to give the district courts discretion to grant or withhold relief by injunction it chose apt words to make its desire plain.

We agree that the cessation of violations, whether before or after the institution of a suit by the Administrator, is no bar to the issuance of an injunction under § 205 (a). *328But we do not think that under all circumstances the court must issue the injunction or other order which the Administrator seeks.

It seems apparent on the face of § 205 (a) that there is some room for the exercise of discretion on the part of the court. For the requirement is that a “permanent or temporary injunction, restraining order, or other order” be granted. Though the Administrator asks for an injunction, some “other order” might be more appropriate, or at least so appear to the court. Thus in the present case one judge in the Court of Appeals felt that the District Court should not have dismissed the complaint but should have entered an order retaining the case on the docket with the right of the Administrator, on notice, to renew his application for injunctive relief if violations recurred. It is indeed not difficult to imagine that in some situations that might be the fairest course to follow and one which would be as practically effective as the issuance of an injunction. Such an order, moreover, would seem to be a type of “other order” which a faithful reading of § 205 (a) would permit a court to issue in a compliance proceeding. However that may be, it would seem clear that the court might deem some “other order” more appropriate for the evil at hand than the one which was sought. We cannot say that it lacks the power to make that choice. Thus it seems that § 205 (a) falls short of making mandatory the issuance of an injunction merely because the Administrator asks it.

There is, moreover, support in the legislative history of § 205 (a) for the view that “shall be granted” is less mandatory than a literal reading might suggest. We have already referred to a portion of the Senate Report which lends some support to the position of the Administrator. But in another portion of that Report there is the following reference to suits to enjoin violations of the Act: “In common with substantially all regulatory statutes, the *329bill authorizes the official charged with the duty of administering the act to apply to any appropriate court, State or Federal, for an order enjoining any person who has engaged or is about to engage in any acts or practices which constitute or will constitute a violation of any provision of the bill. Such courts are given jurisdiction to issue whatever order to enforce compliance is proper in the circumstances of each particular case.” S. Rep. No. 931, supra, p. 10. A grant of jurisdiction to issue compliance orders hardly suggests an absolute duty to do so under any and all circumstances. We cannot but think that if Congress had intended to make such a drastic departure from the traditions of equity practice, an unequivocal statement of its purpose would have been made.

We do not stop to compare the provisions of § 205 (a) with the requirements of other federal statutes governing administrative agencies which, it is said, make it mandatory that those agencies take action when certain facts are shown to exist.9 We are dealing here with the requirements of equity practice with a background of several hundred years of history. Only the other day we stated that “An appeal to the equity jurisdiction conferred on federal district courts is an appeal to the sound discretion which guides the determinations of courts of equity.” Meredith v. Winter Haven, 320 U. S. 228, 235. The historic injunctive process was designed to deter, not to punish. The essence of equity jurisdiction has been the power of the Chancellor to do equity and to mould each decree to the necessities of the particular case. Flexibility rather than rigidity has distinguished it. The qualities of mercy and practicality have made equity the instrument for nice adjustment and reconciliation between the public interest and private needs as well as between competing private *330claims. We do not believe that such a major departure from that long tradition as is here proposed should be lightly implied. We do not think the history or language of § 205 (a) compel it. It should be noted, moreover, that § 205 (a) governs the procedure in both federal and state courts. For § 205 (c) gives the state courts concurrent jurisdiction with federal district courts of civil enforcement proceedings. It is therefore even more compelling to conclude that, if Congress desired to make such an abrupt departure from traditional equity practice as is suggested, it would have made its desire plain. Hence we resolve the ambiguities of § 205 (a) in favor of that interpretation which affords a full opportunity for equity courts to treat enforcement proceedings under this emergency legislation in accordance with their traditional practices, as conditioned by the necessities of the public interest which Congress has sought to protect. United States v. Morgan, 307 U. S. 183, 194 and cases cited.

We do not mean to imply that courts should administer § 205 (a) grudgingly. We repeat what we stated in United States v. Morgan, supra, 191, respecting judicial review of administrative action: “. . . court and agency are not to be regarded as wholly independent and unrelated instrumentalities of justice, each acting in the performance of its prescribed statutory duty without regard to the appropriate function of the other in securing the plainly indicated objects of the statute. Court and agency are the means adopted to attain the prescribed end, and so far as their duties are defined by the words of the statute, those words should be construed so as to attain that end through coordinated action. Neither body should repeat in this day the mistake made by the courts of law when equity was struggling for recognition as an ameliorating system of justice; neither can rightly be regarded by the other as an alien intruder, to be tolerated if must be, but never to be encouraged or aided by the other in *331the attainment of the common aim.” The Administrator does not carry the sole burden of the war against inflation. The courts also have been entrusted with a share of that responsibility. And their discretion under § 205 (a) must be exercised in light of the large objectives of the Act. For the standards of the public interest, not the requirements of private litigation, measure the propriety and need for injunctive relief in these cases. That discretion should reflect an acute awareness of the Congressional admonition that “of all the consequences of war, except human slaughter, inflation is the most destructive” (S. Rep. No. 931, supra, p. 2) and that delay or indifference may be fatal. Whether the District Court abused its discretion in dismissing the complaint is a question which we do not reach. The judgment must be reversed and the cause remanded to the Court of Appeals for that determination.

Reversed.

Mr. Justice Frankfurter agrees that § 205 (a) of the Emergency Price Control Act, apart from dispensing with any requirement for a bond, does not change the historic conditions for the exercise by courts of equity of their power to issue injunctions, according to which the Court of Appeals should now dispose of this cause.

Mr. Justice Roberts is of opinion that the judgment of the Court of Appeals should be reversed and that of the District Court affirmed.