## Facts

- The case involved a dispute over a tenant's covenant to keep a supermarket open during usual business hours.
- The landlord, Co-operative Insurance Society Ltd, sought the equitable remedy of specific performance to compel Argyll Stores (Holdings) Ltd, the tenant, to fulfil its ongoing operational obligation.
- The contractual obligation in question required continued operation of the business, which would require the court to supervise the performance.

## Issues

1. Whether specific performance should be granted in relation to a contract involving an ongoing obligation to operate a business.
2. Whether the nature of the obligation could be sufficiently defined and monitored by the court.
3. Whether compelling performance would impose undue hardship on the defendant.
4. Whether alternative remedies, such as damages, would be more appropriate.

## Decision

- The House of Lords declined to order specific performance, emphasizing that such remedies are generally inappropriate for ongoing contractual obligations requiring continuous supervision.
- The court found that enforcing the "keep open" covenant would require the judiciary to oversee daily business operations, which is outside the proper role of the courts.
- The imprecision of the obligation ("usual business hours") and related commercial judgments rendered specific performance impracticable.
- The potential for hardship was identified, as compelling the defendant to run a loss-making business would cause substantial financial detriment.
- Damages were recognized as the more appropriate remedy for breaches of ongoing obligations in such circumstances.

## Legal Principles

- Specific performance is generally not granted for contracts requiring ongoing obligations that involve court supervision.
- Equitable relief may be refused where the terms of the obligation are imprecise or require courts to make complex commercial judgments beyond their competency.
- Courts will balance the hardship imposed on defendants when considering equitable remedies; they will not use specific performance as a punitive measure.
- Exceptions exist only where ongoing obligations are clearly defined, easily monitored, and do not cause significant hardship.
- Damages are the preferred remedy for breaches of contractual obligations involving complex or ongoing performance.

## Conclusion

The House of Lords clarified that specific performance is generally unsuitable for contracts requiring ongoing supervision, particularly when the obligations are imprecise and enforcement would cause hardship; damages remain the primary remedy except in clearly defined and exceptional cases.


Co-operative Insurance Society Ltd v Argyll Stores (Holdings) Ltd [1997] 2 WLR 898