Copylease Corporation of America v. Memorex Corporation

Brief Fact Summary.

Copylease Corporation (Copylease) sued Memorex Corporation (Memorex) to honor a clause in their contract for sale that permitted Copylease to be the exclusive dealer of Memorex toners in the Midwest.

Synopsis of Rule of Law.

Specific performance of a contract is not an eligible remedy if the parties are required to continue cooperation?

Facts.

Memorex Corporation (Memorex) entered into an exclusive contract to sell minimum qualities of toner to Copylease Corporation (Copylease). After failing to modify the contract, Memorex informed Copylease that they are no longer the exclusive distributor in the Midwest. Copylease sued Memorex for the specific performance of the exclusive dealership clause of the contract.

Issue.

Whether specific performance of a contract can be a remedy if the parties are required to continue cooperation?

Held.

No. Copylease claims that they are not able to cover because other toners are not adequate in comparison to Memorex’s toners. The district court requires additional testimony to confirm Copyleases claims before making a decision about whether or not to grant specific performance.

Discussion.

Specific performance is only a remedy in common law if other remedies at law are not sufficient. Under Section 2716(1) of the Uniform Commercial Code, however, specific performance is granted if the goods are unique or an inability to cover constitutes “other proper circumstances.”