King Aircraft Sales, Inc. v. Lane

68 WN. App. 706 (1993)

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Nature of the Case

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Facts

P made a written offer to purchase two 'quality, no damage' aircraft from D for $870,000. D accepted the offer in writing and deposited the $10,000 deposit. P was to perform certain requirements, but prior to the expiration of the time to perform, D advised P it was backing out of the agreement and that it had reached agreement with another party. Eventually, D offered to sell the planes to P for the same price, but 'as is,' rather than 'quality, no damage' airplanes as required in the original contract. P refused and insisted on compliance with the original contract. P sought specific performance of the contract. P sold both planes 'as is' to Priester Aviation (Priester) for $870,000. Priester resold them separately in a series of transactions. P fuddled around and eventually refiled in Washington State Court. P's claim for specific performance and 'other appropriate relief' was tried before the court without a jury. The court ruled that D had breached the contract between the parties and that P should recover the 'value' of the planes, as measured by the profit made by Priester, on its resale of the planes. The trial court also found the planes were fairly characterized as 'one of a kind' or 'possibly the best' in the United States. It was not proved that the planes were 'unique' because there were others of the same make and model available. The planes were so rare in terms of their exceptional condition that P had no prospect to cover its anticipated resales by purchasing alternative planes because there was no possibility of finding similar or better planes. The trial court concluded that the case appropriately fell within the 'other proper circumstances' clause of the specific performance statute, 2-716(1), and therefore P was entitled to specific performance. The court held that specific performance should take the form of the value of the aircraft at the time of the breach. Both P and D appealed. D argued that § 2-716 did not apply because P had not shown an inability to cover based on the lack of a remedy at law. P argued that he should have received the blue-book value of the planes instead of the resale profit at the time of trial.