## Facts

- Campbell Soup Company contracted on a pre-printed form to buy all Chantenay red-cored carrots grown on fifteen acres of the Wentz farm during the 1947 season for delivery to Campbell’s Camden, New Jersey plant.
- The contract set a fixed price schedule, reaching $30 per ton for January 1948 deliveries.
- Chantenay carrots were a key input for Campbell, which used them in large quantities and provided seed to growers.
- A severe shortage arose; by early January 1948, Chantenay carrots were virtually unavailable on the open market and priced at about $90 per ton.
- The Wentzes harvested roughly 100 tons but refused to deliver at the contract price and instead sold substantial quantities to a neighbor, Lojeski, who resold most on the open market, including significant resale to Campbell.
- Campbell, suspecting it was buying “contract carrots” through Lojeski, refused further purchases from him and sued the Wentzes and Lojeski for injunctive relief and specific performance.
- While the appeal was pending, the parties arranged for Campbell to receive the carrots then held at $90 per ton, with only $30 per ton paid to defendants and the remainder held by the court pending resolution.

## Issues

1. Whether specific performance (and related injunctive relief) is an available remedy for a contract to sell goods when market scarcity makes damages inadequate.
2. Whether a court of equity should refuse specific performance because the buyer’s form contract is so one-sided that equitable enforcement would be unfair.

## Decision

- The Third Circuit affirmed the denial of specific performance and injunctive relief.
- The court agreed that, given the shortage and practical unavailability of substitute Chantenay carrots, the situation could support specific performance in principle because legal relief could be inadequate.
- The court nonetheless denied equitable relief because the contract’s terms were excessively favorable to Campbell and therefore not fit for enforcement through equity’s discretionary remedies.
- The court left Campbell to whatever legal remedies (such as damages) might be available, without granting extraordinary equitable relief.

## Legal Principles

- Specific performance for the sale of goods may be ordered when damages are inadequate, including when goods are effectively unobtainable on the market under the circumstances.
- Even when damages are inadequate, specific performance is discretionary; equity may deny it where the party seeking relief drafted or imposed terms that make the bargain unreasonably harsh or one-sided.
- Contract provisions that strongly restrict the seller while reserving broad discretion or protections to the buyer can justify denying equitable enforcement under the maxim that a party seeking equity must act fairly.

## Conclusion

The court held that market scarcity could make specific performance an appropriate remedy for a goods contract, but refused to compel delivery because the buyer’s form contract was too one-sided to warrant equitable relief.


Campbell Soup Co. v. Wentz, 172 F.2d 80 (3d Cir. 1948)