8 ms·

You can sue for many reasons. For example, when a party breaks a contract, the other party can sue to compel the contract to be performed as agreed.

otterley 3y ago
Specific performance is a last resort. In contract law, the bias is towards making the plaintiff whole, and frequently there are many ways to accomplish that (like paying money) instead of making the defendant specifically honor the terms of the original agreement.
- nsomaru 3y ago
  Not sure about English law but in Roman law (and derived systems as in South Africa) the emphasis is on specific performance as a first resort — the court will seek to implement the intention of the parties embodied in the contract as far as possible. Cancellation is a last resort.
  - dragonwriter 3y ago
    > Not sure about English law but in Roman law This is actually American law, neither English nor Roman. While it is derived from English common law, it has an even stronger bias against specific performance (and in fact bright-line prohibits some which would be allowed in the earlier law from which it evolved, because of the Constitutional prohibition on involuntary servitude.)
    - otterley 3y ago
      This is correct!
- laristine 3y ago
  That's very interesting, thanks! I just learned that courts actually tend to grant monetary damages more frequently than specific performance in general. However, I have always maintained that making the plaintiff whole should bias toward specific performance. At least that's what I gathered from law classes. In many enterprise partnerships, the specific arrangements are core to the business structures. For example, Bob and Alice agreed to be partners in a millions-dollar business. Bob suddenly kicked Alice out without a valid reason, breaching the contract. Of course, Alice's main remedy should be to be back in the business, not receiving monetary damage that is not just difficult to measure, but also not in Alice's mind or best interest at all.
aCoreyJ 3y ago
Well Elon was forced to buy Twitter that way
- wand3r 3y ago
  I think this is downvoted because (and I could be wrong) he could have paid a breakup fee instead of buying the business. So he wasn't compelled to actually own and operate the business.
  - colejohnson66 3y ago
    No. He couldn't back out as he had already agreed to the 44B. The breakup fee was for if the deal fell through for other reasons, such as Twitter backing out or the government blocking it. https://www.nytimes.com/2022/07/12/technology/twitter-musk-lawsuit-reasons.html https://www.nytimes.com/2022/07/12/technology/twitter-musk-l...
  - selectodude 3y ago
    You are wrong, I’m afraid. The breakup fee is reimbursement for outside factors tanking the deal. A binding agreement to buy means that if you arrange financing and the government doesn’t veto it, you’re legally obligated to close.
  - dragonwriter 3y ago
    > I think this is downvoted because (and I could be wrong) he could have paid a breakup fee instead of buying the business. No, he couldn't, the widely discussed breakup fee in the contract was a payment if the merger could not be completed for specific reasons outside of Musk’s control. It wasn’t a choice Musk was able to opt into. OTOH, IIRC, he technically wasn't forced to because he completed the transaction voluntarily during a pause in the court proceedings after it was widely viewed as clear that he would lose and be forced to complete the deal.
  - Mountain_Skies 3y ago
    It's a thread about OpenAI. Some people seem to spend their days looking for ways to make every thread about their angst over Musk purchasing Twitter and will shove it into any conversation they can without regard of its applicability to the thread's subject. Tangent conversations happen but they get tedious after a while when they're motivated by anger and the same ones pop up constantly. Yes, the thread is about Musk, that doesn't mean his taste in music should be part of the conversation any more than some additional whining about him buying Twitter should be.

otterley 3y ago

Specific performance is a last resort. In contract law, the bias is towards making the plaintiff whole, and frequently there are many ways to accomplish that (like paying money) instead of making the defendant specifically honor the terms of the original agreement.

nsomaru 3y ago
Not sure about English law but in Roman law (and derived systems as in South Africa) the emphasis is on specific performance as a first resort — the court will seek to implement the intention of the parties embodied in the contract as far as possible. Cancellation is a last resort.
- dragonwriter 3y ago
  > Not sure about English law but in Roman law This is actually American law, neither English nor Roman. While it is derived from English common law, it has an even stronger bias against specific performance (and in fact bright-line prohibits some which would be allowed in the earlier law from which it evolved, because of the Constitutional prohibition on involuntary servitude.)
  - otterley 3y ago
    This is correct!
laristine 3y ago
That's very interesting, thanks! I just learned that courts actually tend to grant monetary damages more frequently than specific performance in general. However, I have always maintained that making the plaintiff whole should bias toward specific performance. At least that's what I gathered from law classes. In many enterprise partnerships, the specific arrangements are core to the business structures. For example, Bob and Alice agreed to be partners in a millions-dollar business. Bob suddenly kicked Alice out without a valid reason, breaching the contract. Of course, Alice's main remedy should be to be back in the business, not receiving monetary damage that is not just difficult to measure, but also not in Alice's mind or best interest at all.

aCoreyJ 3y ago

Well Elon was forced to buy Twitter that way

wand3r 3y ago
I think this is downvoted because (and I could be wrong) he could have paid a breakup fee instead of buying the business. So he wasn't compelled to actually own and operate the business.
- colejohnson66 3y ago
  No. He couldn't back out as he had already agreed to the 44B. The breakup fee was for if the deal fell through for other reasons, such as Twitter backing out or the government blocking it. https://www.nytimes.com/2022/07/12/technology/twitter-musk-lawsuit-reasons.html https://www.nytimes.com/2022/07/12/technology/twitter-musk-l...
- selectodude 3y ago
  You are wrong, I’m afraid. The breakup fee is reimbursement for outside factors tanking the deal. A binding agreement to buy means that if you arrange financing and the government doesn’t veto it, you’re legally obligated to close.
- dragonwriter 3y ago
  > I think this is downvoted because (and I could be wrong) he could have paid a breakup fee instead of buying the business. No, he couldn't, the widely discussed breakup fee in the contract was a payment if the merger could not be completed for specific reasons outside of Musk’s control. It wasn’t a choice Musk was able to opt into. OTOH, IIRC, he technically wasn't forced to because he completed the transaction voluntarily during a pause in the court proceedings after it was widely viewed as clear that he would lose and be forced to complete the deal.
- Mountain_Skies 3y ago
  It's a thread about OpenAI. Some people seem to spend their days looking for ways to make every thread about their angst over Musk purchasing Twitter and will shove it into any conversation they can without regard of its applicability to the thread's subject. Tangent conversations happen but they get tedious after a while when they're motivated by anger and the same ones pop up constantly. Yes, the thread is about Musk, that doesn't mean his taste in music should be part of the conversation any more than some additional whining about him buying Twitter should be.