## Facts

- Franklin Point, Inc. (FPI) planned an eight-acre, multi-use commercial development in Chicago known as “Franklin Point.”
- Harris Trust & Savings Bank (Harris) entered a written agreement to purchase a parcel within the development for about $11.5 million and to construct and occupy an office building on that parcel.
- The building was intended to serve as an “anchor” for the development.
- The agreement allegedly required Harris to commence construction by July 30, 1993.
- Harris paid the purchase price but did not begin construction as promised.
- FPI sued for breach of contract, seeking specific performance compelling construction (Count I) and damages (Count II).

## Issues

1. Whether Illinois law categorically forbids specific performance of construction contracts, justifying dismissal of a specific performance claim solely because it seeks to compel construction.
2. Whether the trial court abused its discretion by denying FPI leave to amend its complaint after dismissing the specific performance count.

## Decision

- The appellate court reversed the dismissal of the specific performance count and remanded.
- The court rejected the trial court’s categorical rule that specific performance of construction projects is forbidden as a matter of law.
- The court held the specific performance claim had to be evaluated under ordinary equitable standards, not barred at the pleading stage by a per se rule.
- The court held the trial court erred in denying leave to amend, given that the dismissal rested on an incorrect legal premise.

## Legal Principles

- Illinois does not impose a per se prohibition on specific performance of construction contracts; reluctance to supervise construction does not equal an absolute bar.
- Specific performance is discretionary and depends on whether the contract terms are sufficiently definite, legal damages are inadequate, and enforcement is feasible without undue judicial supervision.
- Allegations that promised performance is unique (e.g., an “anchor” building central to a larger development) may support inadequacy of money damages and justify consideration of equitable relief.
- Leave to amend should be freely granted when amendment may cure defects or clarify entitlement to relief; denying amendment may be an abuse of discretion, particularly where dismissal is based on an erroneous rule of law.

## Conclusion

The appellate court held that a request to compel construction cannot be dismissed solely because it seeks specific performance of a construction obligation; instead, the claim must be assessed under standard equitable criteria, and the developer was entitled to an opportunity to amend and proceed under the correct legal framework on remand.


Franklin Point, Inc. v. Harris Trust & Savings Bank, 277 Ill. App. 3d 491 (Ill. App. Ct. 1st Dist. 1995)