## Facts

- An aircraft dealer agreed in writing to buy two “quality, no damage” Beechcraft King Air airplanes from an owner/seller for $870,000 and paid a $10,000 deposit.
- The seller accepted the offer in writing and by depositing the deposit, forming a binding sales contract.
- After acceptance, the seller attempted to change the deal to an “as is” sale; the buyer did not agree to modify the contract.
- Before the buyer’s performance deadline, the seller repudiated and pursued a sale to a third party despite the buyer’s stated intent to enforce the contract.
- The aircraft were ultimately sold to a third party and resold again at a substantial profit, making delivery to the buyer impossible.
- The buyer sued seeking specific performance under RCW 62A.2-716.
- The trial court found breach, ruled the buyer was entitled to specific performance, and—because delivery was impossible—awarded the monetary value of specific performance measured largely by the buyer’s lost expected profit plus return of the deposit, along with prejudgment interest, attorneys’ fees, and costs.

## Issues

1. Whether a court may award money as the value of specific performance in an action brought under RCW 62A.2-716 when the goods can no longer be delivered.
2. Whether “other proper circumstances” justified specific performance under RCW 62A.2-716 where the aircraft were not literally one-of-a-kind.
3. Whether the buyer’s recovery was properly valued using lost expected profits rather than asserted wholesale “blue-book” value.
4. Whether the trial court properly awarded attorneys’ fees and correctly computed prejudgment interest.

## Decision

- Affirmed that money may be awarded as the value of specific performance under RCW 62A.2-716 when the court finds specific performance warranted but delivery is impossible because the goods are no longer available.
- Affirmed that “other proper circumstances” existed supporting specific performance because comparable substitute aircraft in similar exceptional condition were not reasonably obtainable through cover.
- Affirmed the trial court’s valuation using the buyer’s lost expected profit (supported by evidence from subsequent resale transactions) plus return of the deposit.
- Reversed the award of attorneys’ fees for lack of authorization and reversed the amount of prejudgment interest; remanded for correction of interest and removal of fee award.

## Legal Principles

- Under RCW 62A.2-716, specific performance may be granted for unique goods or in “other proper circumstances,” including where adequate cover is not reasonably available despite diligent efforts.
- When specific performance is otherwise appropriate but the seller has disposed of the goods, a court may award the monetary equivalent (the “value” of specific performance) as substitute equitable relief.
- A buyer seeking specific performance is not required to accept materially different contract terms (such as an “as is” modification) to preserve entitlement to equitable relief.
- Valuation of substitute relief may be based on reasonable evidence of the buyer’s expected benefit of the bargain, including provable lost profits tied to market transactions, while avoiding a windfall.
- Attorneys’ fees are not recoverable absent a contractual provision, statute, or recognized exception; prejudgment interest must be computed under applicable standards and supported by the nature of the claim and the record.

## Conclusion

The court held that RCW 62A.2-716 permits an award of the monetary value of specific performance when the seller’s breach makes delivery impossible, and that scarcity of comparable substitute goods can constitute “other proper circumstances” even if the goods are not strictly unique; it upheld lost-profit valuation but vacated attorneys’ fees and required recalculation of prejudgment interest.


King Aircraft Sales, Inc. v. Lane, 68 Wash. App. 706, 846 P.2d 550 (Wash. Ct. App. 1993)