## Facts

- Hilmor Sales Co. (buyer) contracted with the Helen Neushaefer Division of Supronics Corp. (seller) for the sale of lipstick and nail polish.
- The seller offered the cosmetics at bargain prices.
- The lipstick and nail polish were ordinary, commercially available cosmetics rather than custom goods.
- The seller failed to deliver the goods after the parties’ agreement.
- Hilmor sued and sought specific performance—an order compelling delivery at the contract’s bargain price—arguing that it could not find comparable goods at an equally low price from other sellers.

## Issues

1. Whether a buyer is entitled to specific performance under UCC § 2-716(1) for nondelivery of ordinary lipstick and nail polish when the buyer’s main claim of hardship is the loss of an unusually low bargain price.
2. Whether the inability to obtain the same goods at a comparable bargain price makes money damages inadequate so as to constitute “other proper circumstances” under UCC § 2-716(1).

## Decision

- The court denied Hilmor’s request for specific performance.
- The court treated the lipstick and nail polish as ordinary goods for which substitute purchases were feasible, even if at a higher price.
- The court concluded that a change in price or the loss of a favorable bargain, without more, did not justify equitable relief.
- The court indicated Hilmor’s remedy was to cover (buy substitute goods) and seek the price-difference remedy provided by the UCC.

## Legal Principles

- UCC § 2-716(1) authorizes specific performance only when the goods are unique or when other proper circumstances make damages an inadequate remedy.
- For fungible, readily obtainable consumer goods, specific performance is generally unavailable because the buyer can obtain substitutes in the market.
- The fact that the contract price is unusually low—and that replacements cost more—does not by itself make damages inadequate; the UCC’s cover and market-damages measures are designed to compensate for that type of loss.
- A buyer seeking specific performance must show more than a lost bargain; the buyer must show circumstances that make substitution and money compensation insufficient.

## Conclusion

Hilmor sought an order requiring delivery of bargain-price lipstick and nail polish, arguing that no other seller offered the same low price, but the court denied specific performance under UCC § 2-716 because the goods were ordinary and the UCC’s cover and damages remedies could address the buyer’s loss from paying more in the market.


Hilmor Sales Co. v. Helen Neushaefer Div. of Supronics Corp., 6 UCC Rep. Serv. 325 (1969)