Bander v. Grossman
611 NYS2d 985, 611 N.Y.S.2d 985, 161 Misc. 2d 119 (1994)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
Even if goods are unique, the equitable remedy of specific performance is discretionary and may be denied if the plaintiff unreasonably delays in bringing suit, during which time the market value of the goods fluctuates significantly, making an award of specific performance an inequitable windfall.
Facts:
- In the summer of 1987, the plaintiff contracted with Bander, a sports car dealer, to purchase a rare 1965 DB5 Aston-Martin convertible for a price of $40,000.
- The plaintiff, who intended to resell the car for a profit, paid a $5,000 deposit.
- Grossman was unable to secure the title documents from the wholesaler from whom he had agreed to purchase the vehicle.
- In August 1987, Grossman attempted to return the plaintiff's deposit, explaining there were title problems, but said he would continue to try to resolve them.
- In December 1987, the plaintiff's lawyer sent a letter to Grossman declaring that the contract had been breached and that litigation would be commenced.
- The plaintiff took no further legal action and subsequently purchased a Ferrari and a Lamborghini.
- Four months before the plaintiff filed his lawsuit in 1989, Grossman sold the Aston-Martin to another party.
Procedural Posture:
- The plaintiff sued Grossman, a car dealer, in a New York trial court, asserting claims for breach of contract and seeking specific performance.
- The case was tried before a jury, which was tasked with deciding the legal claim for breach of contract and rendering an advisory verdict on the factual question of the car's uniqueness for the equitable claim.
- The jury returned a verdict for the plaintiff on the breach of contract claim, awarding $20,000 in damages.
- In its advisory role, the jury found that the Aston-Martin automobile was unique.
- Following the trial, the plaintiff moved for a judgment granting monetary specific performance far in excess of the jury's damage award.
- The defendant moved to set aside the jury's breach of contract verdict.
Premium Content
Subscribe to Lexplug to view the complete brief
You're viewing a preview with Rule of Law, Facts, and Procedural Posture
Issue:
Does a buyer's significant delay in suing for breach of a contract to sell a unique good, during which time the good's market value fluctuated dramatically, preclude the buyer from obtaining the equitable remedy of specific performance?
Opinions:
Majority - Lebedeff, J.
Yes, a buyer's significant delay in suing precludes the remedy of specific performance under these circumstances. Although UCC § 2-716 permits specific performance for unique goods, the remedy is not mandatory and remains within the trial court's discretion. Here, the plaintiff did not sue immediately after learning of the breach in December 1987; instead, he waited nearly two years. During this period of inaction, the market for collectible cars fluctuated wildly, and granting specific performance based on a peak market value would provide the plaintiff with an uncontemplated windfall while being disproportionately harsh to the defendant. The court found that the plaintiff abandoned his claim to the car and was essentially speculating on the market at the defendant's risk, which is an improper use of an equitable remedy. The availability of a clear monetary value for the car and the adequacy of legal damages further support denying specific performance.
Analysis:
This case clarifies that 'uniqueness' under UCC § 2-716 is a necessary but not sufficient condition for granting specific performance. The decision underscores that specific performance is an equitable remedy subject to traditional equitable defenses, such as laches (unreasonable delay). It serves as a precedent that in markets with volatile prices, a plaintiff's delay in seeking enforcement of a contract can be fatal to a claim for specific performance, as courts will avoid granting relief that amounts to a speculative windfall. The ruling reinforces the principle that courts prefer the commercial feasibility of replacement or monetary damages over specific performance, especially when a plaintiff's inaction contributes to the complexity of the remedy.
