Requirements for Specific Performance
- There must be a valid, enforceable contract
- Terms must be sufficiently certain
- Conditions by the plaintiff must be satisfied or excused
- Damages must be inadequate
- Relief must be equitable
- Enforcement must be feasible
If damages are adequate for part of a contract, will that prohibit specific performance?
No
Factors consider to determine if performance should be denied:
- Sharp practices by the plaintiff (whether the P has acted shady)
- Unreasonable hardship to the defendant caused by post-formation events; or
- Grossly inadequate consideration
Affect of specific performance if a seller is unable to perform under a land sale contract?
Either the seller or the buyer can seek specific performance of the contract with an abatement (i.e., reduction) of the purchase price
The amount of the abatement in a land sale contract must be __________ or the parties cannot seek specific performance and will have to seek damages
ascertainable
If an oral contract is unenforceable due to the SOF, plaintiff can obtain specific performance if:
- Seller admits to the existence of the contract
- Seller has accepted full or partial payment of the purchase price; or
- Buyer has made improvements to the property
Specific performance under a K is only available for personal property if:
- The personal property is unique or or of personal significance to the plaintiff; or
- The defendant’s insolvency precludes the recovery of damages
Can an employee enforce a promise to employ?
No, because the employer’s promise it to pay money to the employee. So money damages is an adequate remedy at law
T or F: Specific performance is not available to enforce an agreement for an employee performing personal services
True, even if no one else could provide the services
In GA, which parties can enter into NCA?
- Employee and Employer
- Distributor and Manufacturer
- Lessor and Lessee
- Partnership and Partner
- Franchisor and Franchisee
- Seller and Buyer of Business
What type of employee and employer relationships can enter into NCAs?
If while employed, the employee:
1. Solicited customers
2. Made sales or obtained or contracts
3. Performed managerial duties; or
4. Performed the duties of a key employee or a professional
In term restriction
Restrictions on competition during a business relationship. Will not be considered unreasonable even if it lacks specific limitation on scope, duration, or geographic area
What is required to enforce an out of term NCA?
If it is reasonable in scope, time, and geographic area, and scope of prohibited activities
Duration of employment relationships
Less than two years is presumed reasonable. More than two years is presumed unreasonable
Durational restriction on competition by seller of a business is presumed to be reasonable if it spans no more than the longer of:
a. 5 years
b. The time period during which payments are made to the seller
For all other relationships or former distributors, the reasonableness presumption is for ______
Three years
Restriction on geographic territory is reasonable if it either:
- Include areas in which the employer does business at any time during the parties’ relationship and the total area is reasonable; or
- Lists specific competitors the employee is prohibited from working for
Restriction on scope of competition is measured by type of business of the employer (or other relationship) based on a __________________
good-faith estimate
