## Facts

- A lender entered into a written construction loan commitment to fund $14.5 million for an office-building project, with repayment terms and a contingent profit-sharing provision for the lender.
- The original developer-borrower assigned its rights and obligations under the commitment to a Utah limited partnership, which became the borrower under the commitment.
- The commitment contained an outside closing/expiration date; the transaction did not close by that date, and each side blamed the other for the failure to close.
- The borrower sued seeking a declaration that the commitment was voidable.
- The lender counterclaimed for damages and for specific performance seeking an order compelling the borrower to close and borrow under the commitment.
- The borrower moved for partial summary judgment under Rule 56(c) to defeat only the lender’s request for specific performance.

## Issues

1. Whether a commercial lender may obtain specific performance compelling a borrower to close and take funds under a loan commitment.
2. Whether the lender’s interest in principal, interest, and a profit-sharing provision is sufficiently unique or difficult to value to defeat the adequate-remedy-at-law bar to specific performance.

## Decision

- The court granted the borrower’s motion for partial summary judgment on the lender’s specific-performance counterclaim.
- The court held that the lender had an adequate remedy at law through money damages for breach of the commitment.
- The ruling disposed only of the request for specific performance; the lender’s damages claims were not resolved by this decision.

## Legal Principles

- Specific performance is an exceptional equitable remedy generally unavailable when money damages will adequately compensate the non-breaching party.
- The core inquiry is adequacy of the legal remedy; if the loss can be fairly measured and paid in damages, equity will not compel performance.
- Contracts involving fungible monetary performance (such as lending money) ordinarily do not warrant specific performance because principal and interest are readily calculable.
- A contingent profit-sharing feature in a financing agreement does not, by itself, transform the lender’s expected benefit into a uniquely irreplaceable interest; anticipated financial returns remain compensable through damages.

## Conclusion

The court refused to compel a borrower to consummate a commercial loan, concluding that the lender’s expected benefits—including repayment, interest, and profit-sharing—were monetary and could be compensated through damages, making specific performance improper.


City Centre One Assocs. v. Tchrs. Ins. & Annuity Ass'n of Am., 680 F. Supp. 658 (D. Utah 1987)