Specific Performance in California: When a Court Orders the Deal Completed

Last updated: November 2026

Specific performance is a court order requiring a party to do what it promised in a contract, rather than pay damages for not doing it. California courts grant it when money would not adequately compensate the plaintiff, the terms are definite, the consideration was adequate, the deal was fair, and the plaintiff has performed its own side. Real estate contracts are the most common setting. Kolmogorov Law, P.C. pursues and defends specific performance claims for businesses in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online to discuss a contract the other side is refusing to complete.

What specific performance is

The Civil Code starts from the premise that specific performance of an obligation may be compelled, except as the statute otherwise provides. (Civ. Code, § 3384.) The exceptions do most of the work. Courts treat the remedy as extraordinary and grant it only where damages would not do the job.

The remedy is equitable. A judge decides it, not a jury, and the judge may refuse it if ordering performance would be unfair or unworkable.

Specific performance of real estate contracts in California

Money is presumed inadequate for real property. The statute says it is to be presumed that the breach of an agreement to transfer real property cannot be adequately relieved by pecuniary compensation. For a single-family dwelling the buyer intends to occupy, the presumption is conclusive. In every other case it affects the burden of proof, which the seller may try to meet. (Civ. Code, § 3387.)

A buyer seeking specific performance of a real property contract may record a notice of pendency of action, commonly called a lis pendens, against the property. (Code Civ. Proc., § 405.20.) That recording clouds title and in practice stops the seller from selling to anyone else while the case is pending. It can be expunged if the claim is weak, so it should not be recorded casually. Our page on breach of a real estate contract covers the remedies on both sides.

The four requirements of section 3391

Specific performance cannot be enforced against a party in four situations. The first is that it has not received adequate consideration for the contract. The second is that the contract is not, as to it, just and reasonable. The third is that its assent was obtained by misrepresentation, concealment, circumvention, or unfair practices, or by a promise not substantially fulfilled. The fourth is that its assent was given under the influence of mistake, misapprehension, or surprise. (Civ. Code, § 3391.)

The first two decide most contested cases. Adequate consideration does not mean full market value, but a price far below value invites the court to leave the plaintiff to damages.

The plaintiff must also have done its part. Specific performance cannot be enforced in favor of a party who has not fully and fairly performed all conditions precedent on its side. The exception is a partial failure that is immaterial or capable of full compensation, in which case the court may order performance upon compensation for the default. (Civ. Code, § 3392.) A buyer who never showed it had the funds to close will struggle here.

What cannot be specifically enforced

Some obligations are off the table regardless of the facts. The statute lists an obligation to render personal service and an obligation to employ another in personal service. It also lists an agreement to perform an act the party lacks lawful power to perform, and an agreement to procure the act or consent of a spouse or other third person. Last is an agreement whose terms are not certain enough to make the precise act clearly ascertainable. (Civ. Code, § 3390.)

The last category matters most in business disputes. A letter of intent that leaves price or closing terms open cannot be specifically enforced, because the court would have to write the missing terms itself.

How these claims come up for business owners

A company signs a purchase agreement for the building it has leased for a decade, then the seller receives a higher offer and refuses to close. Commercial property, buyer ready to perform, price fair when signed. The buyer sues for specific performance and records a lis pendens. The seller's bargaining position usually collapses.

A founder agrees in a signed term sheet to sell her membership interest to her co-owner at a formula price, then changes her mind. If the terms are definite and the price adequate, a court may order the transfer; an interest in a closely held company is often treated as unique. Our guide to buying or selling a small business discusses how these deals are papered.

A distributor demands that a manufacturer keep supplying product under an exclusive agreement the manufacturer has repudiated. Courts are reluctant to order ongoing performance that requires supervision. The distributor's better tool is often a preliminary injunction to preserve the status quo. Our TRO and injunction page explains that process.

Specific performance or damages

The plaintiff does not have to choose at the outset. Specific performance and damages may be pleaded in the alternative, and a court that denies specific performance can still award damages for the breach. A buyer who wins specific performance of a real estate contract may also recover compensation for the seller's delay, such as rents collected during the dispute.

Timing matters. A claim on a written contract carries a four-year limitations period (Code Civ. Proc., § 337, subd. (a)), but equity expects promptness, and a buyer who waits while the market rises may be denied the remedy for that reason alone. Our contract damages page explains the money side of the choice.

What we do, and where these cases are heard

We evaluate whether the contract is definite enough, whether the client has performed, and whether the court is likely to find the deal fair. On real estate matters, we record the lis pendens where justified and defend it against expungement. On the defense side, we press the section 3391 factors and the plaintiff's own failures of performance.

These cases are heard in the Superior Court: the Central Justice Center in Santa Ana for Orange County, the Stanley Mosk Courthouse for Los Angeles, and the Central District of California where federal jurisdiction exists. Our real estate litigation and breach of contract pages describe the practice.

What to bring to the first meeting

Bring the signed contract and every amendment, and proof that you were ready, willing, and able to perform (financing commitments, escrow records, tendered deliverables). Add the correspondence in which the other side refused and, for real estate, the preliminary title report and the escrow file.

Frequently asked questions

What is specific performance in a breach of contract case?

Specific performance is a court order compelling a party to perform the contract as written instead of paying damages. California permits it except where the Civil Code says otherwise (Civ. Code, § 3384), and the exceptions are substantial: no personal service contracts, no uncertain terms, no inadequate consideration, no unfair deals, and no plaintiff who has not performed its own obligations.

Can I force a seller to sell me the property in California?

Often, yes. The law presumes that damages cannot adequately compensate the breach of an agreement to transfer real property, conclusively so for a single-family home you intend to occupy. (Civ. Code, § 3387.) You must show a definite contract, a fair price, and your own readiness to close. Recording a lis pendens protects your position while the case proceeds. (Code Civ. Proc., § 405.20.)

Can specific performance be ordered for a business contract?

Sometimes. Courts order it for transfers of unique assets, such as an ownership interest in a closely held company, when the terms are certain and the deal was fair. They generally refuse it for personal services, ongoing supply or employment relationships, and agreements with open terms. (Civ. Code, § 3390.) Damages are the usual remedy for goods.

What defenses are there to specific performance?

The statutory defenses are inadequate consideration, a contract that is not just and reasonable as to the defendant, assent obtained by misrepresentation or unfair practices, and assent given under mistake or surprise. (Civ. Code, § 3391.) A defendant can also show the plaintiff failed to perform its own conditions (Civ. Code, § 3392), that the terms are too uncertain, or that the plaintiff delayed unreasonably.

Can I get damages instead of, or in addition to, specific performance?

Both can be pleaded. If the court denies specific performance it may award damages for the breach, and a buyer who wins specific performance of a real estate contract may also recover compensation for the seller's delay. The choice usually turns on whether the asset is unique and whether you still want it.

Talk to a California breach of contract attorney

If the other side is refusing to complete a contract, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the contract, the facts, and the court.