1. 1 George Mason School of Law Contracts II Specific Performance F.H. Buckley fbuckley@gmu.edu

2. When might damages not suffice? Things of idiosyncratic value to a purchaser 2

3. When do damages not suffice? Things of idiosyncratic value to a purchaser Land: Lucy v. Zehmer 3 Tis the only thing worth fighting for, worth dying for

4. When do damages not suffice? Things of idiosyncratic value to a purchaser Heirlooms 4 The Pusey Horn

5. When do damages not suffice? Things of idiosyncratic value to a purchaser Beyond that? Sedmak 5 1978 Corvette Pace Car

6. When do damages not suffice? Things of idiosyncratic value to a purchaser Beyond that? Sedmak Deposit paid, sale at MSRP with options After the changes, dealer to provide a contract 6

7. When do damages not suffice? Things of idiosyncratic value to a purchaser Beyond that? Sedmak Was there a contract? 7

8. When do damages not suffice? Things of idiosyncratic value to a purchaser Beyond that? Sedmak Was there a contract? Statute of Frauds 8

9. When do damages not suffice? Things of idiosyncratic value to a purchaser Beyond that? Sedmak Specific Performance UCC § 2-716(1): unique goods or in other proper circumstances Comment 1 9

10. When do damages not suffice? Why proper circumstances in Sedmak? 10

11. When do damages not suffice? Why proper circumstances in Sedmak? Limited production and availability problems Rise in price? Why not monetary damages for this? 11

12. When do damages not suffice?: Klein v. Pepsico 12 The Law Schools Gulfstream G-II The Efficient Breach

13. When do damages not suffice? Klein v. Pepsico 13 Donald Kendall pours Nikita Krushschev a pepsi as Richard Nixon observes, 1959

14. When do damages not suffice? Klein v. Pepsico Was the plane unique? What about the price increase? 14

15. When do damages not suffice? Klein v. Pepsico Was the plane unique? What about the price increase? Could money damages make the Π whole with respect to the price increase? 15

16. When do damages not suffice? Klein v. Pepsico Was the plane unique? What about the price increase? Could money damages make the Π whole with respect to the price increase? Would they make him whole under UCC §§ 2- 712, 2-715? 16

17. When do damages not suffice? Klein v. Pepsico Was the plane unique? What about the price increase? Who bears the risk of a cover? Is it solely the buyer? Does the seller have an incentive to cover? 17

18. When do damages not suffice? Klein v. Pepsico Was the plane unique? What about the price increase? Who bears the risk of a cover? Is it solely the buyer? Does the seller have an incentive to cover? Do damages systematically undercompensate? The American rule of costs 18

19. When do damages not suffice? Klein v. Pepsico Was the plane unique? What about the price increase? Who bears the risk of a cover? Is it solely the buyer? Does the seller have an incentive to cover? Do damages systematically undercompensate? Does that explain why SP is sought? Or denied? 19

20. When do damages not suffice? Triple A Baseball Club 20 The Maine Phillies

21. When do damages not suffice? Triple A Baseball Club 21 Doug Jones, 303 saves in the majors

22. When do damages not suffice? Monetary Specific Performance: Bander v. Grossman 22 Aston Martin DB-5

23. When do damages not suffice? Monetary Specific Performance: Bander v. Grossman Purchase price of $40,000 Price at breach of $60,000 Resale for $225,000 Price at trial of $80,000 23 Aston Martin DB-5

24. When do damages not suffice? Monetary Specific Performance: Bander v. Grossman Purchase price of $40,000 Price at breach of $60,000 Resale for $225,000 Price at trial of $80,000 Damages of $20,000 awarded 24 Aston Martin DB-5

25. When do damages not suffice? Marketing Contracts: Playgirl 25 Centerfold Winner Sen. Scott Brown (R. MA)

26. When do damages not suffice? Marketing Contracts: Playgirl Is it indeed the case that Playgirl alone and uniquely provides an advertising audience composed of young, malleable and affluent females? 26

27. When do damages not suffice? Marketing Contracts: Playgirl Is it indeed the case that Playgirl alone and uniquely provides an advertising audience composed of young, malleable and affluent females? The Court: We think there are a lot of other magazines that cater to this market 27

28. When might damages suffice? When damages as wholly compensatory, SP might overcompensate Jacob and Youngs v. Kent: what result if SP had been available? 28

29. When might damages suffice? When damages as wholly compensatory, SP might overcompensate Costs of judicial supervision of performance 29

30. When might damages suffice? When damages as wholly compensatory, SP might overcompensate Costs of judicial supervision of performance Interference with liberty interests 30

31. When do damages not suffice? Personal Services http://www.youtube.com/watch?v=iXw9olWJ0Ak 31 Anita Baker

32. When do damages not suffice? Personal Services No SP, no injunction Damages remedy against Warner http://www.youtube.com/watch?v=iXw9olWJ0Ak 32

33. 33 George Mason School of Law Contracts II Reliance Damages F.H. Buckley fbuckley@gmu.edu