## Facts

- In 1946, the Montana State Park Commission entered a written concession agreement with Henry Link, John Link, Jr., Elmer Link, and Louis Link, doing business as Link Bros., to operate concessions at Lewis and Clark Caverns State Park.
- Link Bros. received concession rights in exchange for paying the State 10% of gross concession receipts and constructing certain permanent improvements that would become State property (and be leased for use in the concession operation).
- Link Bros. built a visitor transportation system between the concession area and the cavern entrance, commonly called the “mountain railroad” (a tramway).
- Link Bros. operated the mountain railroad for roughly three years; thereafter, the State assumed operational control.
- By a supplemental agreement (around 1950), the State agreed to continue operating the mountain railroad, and Link Bros. agreed not to seek reimbursement for the construction costs; the arrangement included revenue-sharing related to tramway fares.
- The concession arrangement had a 25-year term with an option to renew. In 1970, Link Bros. exercised the renewal option for an additional 25 years.
- In 1973, a major gear in the tramway hoist broke. The State did not repair the system.
- In 1976, the State discontinued the tramway, removed the track, and built a gravel walking path from the concession area to the cavern entrance.
- Link Bros. sued for breach of contract, seeking damages and specific performance compelling the State to provide and maintain a workable mountain railroad/tramway system.
- The State counterclaimed that Link Bros. had defaulted on a contract condition and sought a declaration that the contract had terminated.
- The district court granted partial summary judgment declaring the State in breach (Nov. 4, 1976) and later entered final summary judgment ordering specific performance requiring the State to provide and maintain a workable mountain railroad and tramway system (Oct. 26, 1977).
- The State appealed both the breach determination and the specific performance order to the Montana Supreme Court.

## Issues

1. Whether the State breached the concession agreements (as renewed) by discontinuing, removing, and replacing the mountain railroad/tramway with a gravel path rather than operating and maintaining a workable transportation system.
2. Whether the district court properly ordered specific performance against the State—requiring it to provide and maintain a workable mountain railroad/tramway system—rather than limiting Link Bros. to money damages.

## Decision

- The Montana Supreme Court affirmed the district court’s partial and final summary judgments.
- The Court upheld the determination that the State’s abandonment and removal of the tramway, and substitution of a gravel path, violated the State’s obligations under the concession arrangements as renewed.
- The Court upheld specific performance requiring the State to provide and maintain a workable mountain railroad and tramway system.
- The Court accepted the district court’s conclusion that damages would be speculative and not an adequate substitute for the promised performance.
- The Court reaffirmed that, in a specific performance action, the district court acts as a court of equity and may order performance that will do complete justice between the parties.

## Legal Principles

- A concession contract is interpreted as a whole, in light of the full exchange of promises and the function of key facilities contemplated by the parties.
- Specific performance may be ordered when legal damages are uncertain, speculative, or otherwise inadequate to supply the benefit of the bargain.
- In a specific performance case, the district court sits as a court of equity and may order such performance as must ensue to do complete justice.
- The fact that the defendant is a state entity does not bar specific performance when the State has entered and performed under a commercial contract and the equitable remedy is otherwise appropriate.
- Summary judgment is proper when the record shows no genuine dispute of material fact on breach and the remedy can be decided as a matter of law on the undisputed record.

## Conclusion

Link v. State held that the State breached a long-term, renewed concession arrangement at Lewis and Clark Caverns State Park when it abandoned and removed the mountain railroad/tramway and substituted a gravel path, and the Montana Supreme Court affirmed a decree of specific performance requiring the State to provide and maintain a workable tramway system because damages were not an adequate substitute and the district court, sitting in equity, could order relief that did complete justice.


Link v. State, 180 Mont. 469 (1979)