Restatement (2d) Sections on Specific Performance

Section 357 – Availability of Specific Performance and Injunction

(1)        Subject to the rules stated in §§ 359-69, specific performance of a contract duty will be granted in the discretion of the court against a party who has committed or is threatening to commit a breach of the duty.

(2)        Subject to the rules stated in §§ 359-69, an injunction against breach of a contract duty will be granted in the discretion of the court against a party who has committed or is threatening to commit a breach of the duty if

(a)         the duty is one of forbearance, or

(b)        the duty is one to act and specific performance would be denied only for reasons that are inapplicable to an injunction.

Section 359 – Effect of Adequacy of Damages

(1)        Specific performance or an injunction will not be ordered if damages would be adequate to protect the expectation interest of the injured party.

(2)        The adequacy of the damage remedy for failure to render one part of the performance due does not preclude specific performance or injunction as to the contract as a whole.

(3)        Specific performance or an injunction will not be refused merely because there is a remedy for breach other than damages [e.g., restitution], but such a remedy may be considered in exercising discretion under the rule stated in § 357.

Section 361 -- Effect of Provision for Liquidated Damages

Specific performance or an injunction may be granted to enforce a duty even though there is a provision for liquidated damages for breach of that duty.

Section 362 -- Effect of Uncertainty of Terms

Specific performance or an injunction will not be granted unless the terms of the contract are sufficiently certain to provide a basis for an appropriate order.

Section 363 -- Effect of Insecurity as to the Agreed Exchange

Specific performance or an injunction may be refused if a substantial part of the agreed exchange for the performance to be compelled is unperformed and its performance is not secured to the satisfaction of the court.

Section 363 – Effect of Unfairness

(1)        Specific performance or an injunction will be refused if such relief would be unfair because

(a)         the contract was induced by mistake or by unfair practices,

(b)        the relief would cause unreasonable hardship or loss to the party in breach or to third persons, or

(c)         the exchange is grossly inadequate or the terms of the contract are otherwise unfair.

(2)        Specific performance or an injunction will be granted in spite of a term of the agreement if denial of such relief would be unfair because it would cause unreasonable hardship or loss to the party seeking relief or to third persons.

Section 366 – Effect of Difficulty in Enforcement or Supervision

A promise will not be specifically enforced if the character and magnitude of the performance would impose on the court burdens in enforcement or supervision that are disproportionate to the advantages to be gained from enforcement and to the harm to be suffered from its denial.

Section 367 – Contracts for Personal Service or Supervision

(1)        A promise to render personal service will not be specifically enforced.

(2)        A promise to render personal service exclusively for one employer will not be enforced by an injunction against serving another if its probable result will be to compel a performance involving personal relations the enforced continuance of which is undesirable or will be to leave the employee without other reasonable means of making a living.