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Specific performance is a proper remedy for a breach of contract if money damages would be inadequate to uphold the expectations of the injured party and when the subject matter of the particular contract is unique and has no established market value. Specific performance has been held to be a proper remedy in actions for breach of contract when the uniqueness of the subject matter in question makes calculation of money damages too difficult or too uncertain.
Petitioner The Reed Foundation Inc., was a charitable organization. Respondent Franklin D. Roosevelt Four Freedoms Park LLC was the developer of the park. In 2010, petitioner made a grant to respondent which enabled the latter to fund the Franklin D. Roosevelt Four Freedoms Park's construction. The terms of the petitioner's grant were governed by the Agreements. Under the Agreements, as part of "Phase One" construction, respondent was required to complete construction of a structure by no later than December 31, 2011. The Agreements specifically mandated the construction of said structure will include an engrave recognizing petitioner’s contribution to the Park, this recognition was defined under the Agreements as the Threshold Recognition Text. The Agreements also identify the artisan who was to oversee the engraving work on the structure. Finally, the Agreements recognize the petitioner's right to specific performance in the event respondent failed to complete the structure. Respondent failed to complete the construction of the structure in accordance with the Agreement. In October 2012, respondent advised petitioner that it would not honor its obligation to complete the construction of the structure in light of aesthetic concerns. Petitioner then asserted that respondent’s refusal to complete the structure, including the manner of which it was to be constructed, was a breach of the Agreement. Respondent agreed that petitioner’s remedies for such conduct included equitable relief in the form of specific performance as well as a temporary or permanent injunction. Petitioner now sought to enforce its contractually agreed upon right to specific performance by the respondent. Respondent, for its part, asserted that its agreement with petitioner cannot be honored without defacing a work of art. Respondent stated that there was no evidentiary showing that petitioner would be harmed in any real sense at all if it received recognition that did not deface this memorial. It also argued that the equities here weigh heavily in their favor.
Should respondent be declared to have breached its contractual obligations with petitioner?
The court found that respondent had materially breached the Agreements by refusing to engrave the Threshold Recognition Text by December 31, 2011, as it was contractually obligated to do. In this case, since the court found that the petitioner’s manifested expectation, by its very nature, such unique and precise honorary recognition was not subject to monetary evaluation. As the court understood that this long-lasting recognition of petitioner’s role in erecting the Park had significance to petitioner and its principals. The court ruled that petitioner’s right to the agreed recognition was not illusory. It was not subject to the arbitrary whims of the respondent or its consultants. The court held that contract law-and philanthropic custom-require enforcement of an unambiguous undertaking to provide a donor, like petitioner, the specific recognition it was promised. Hence, the court was disturbed by the respondent’s action. As the court noted that no potential donor in said State should be made to fear that its generosity will be diminished by strategically delayed artistic whims of a charity's managers. Public policy and the public's interest in charitable giving require that philanthropy trump fashion. Accordingly, the court directed respondent to complete the recognition text in accordance with the Agreements.