## Facts

- Pratt Furniture Company (a furniture wholesaler) contracted with Ivan McBee (a sole proprietor manufacturer) for 90,000 chairs at $10 per chair (total $900,000).
- Before committing production resources to Pratt’s order, McBee received a second offer from Thompson Table Company to produce 50,000 tables at $32 per table (total $1.6 million).
- McBee had capacity to perform only one of the two orders.
- McBee determined he could breach Pratt’s contract, pay Pratt $90,000 in damages, and still earn about $80,000 more overall than by performing for Pratt.
- McBee repudiated the Pratt contract and proceeded to perform the Thompson Table Company order.
- Pratt sued seeking (i) an injunction stopping McBee from completing the table order, (ii) specific performance compelling delivery of the chairs, and (iii) alternatively expectation damages, restitution, and punitive damages.
- McBee contended Pratt could obtain chairs from other nearby manufacturers, while the tables were uniquely within McBee’s capability to produce.

## Issues

1. Whether Pratt was entitled to specific performance or injunctive relief to compel performance of the chair contract and prevent McBee from performing the alternative table contract.
2. Whether expectation damages provided an adequate remedy for McBee’s deliberate repudiation where substitute chair suppliers were allegedly available.
3. Whether punitive damages or restitution (including any gain-based recovery) could be awarded for an economically motivated breach of a commercial goods contract.

## Decision

- The court declined to order specific performance or an injunction, concluding money damages were adequate given the availability of substitute chair suppliers and the non-unique nature of the goods.
- The court affirmed an award of $90,000 in general (expectation) damages to compensate Pratt for the breach.
- The court denied punitive damages and denied restitution beyond the expectation measure.

## Legal Principles

- Expectation damages are the standard contract remedy; they aim to place the non-breaching party in the position it would have occupied had the contract been performed, without overcompensating.
- Specific performance and injunctive relief are exceptional in contracts for ordinary, replaceable goods and are generally unavailable when damages can be reasonably measured and substitutes can be obtained.
- Punitive damages are generally unavailable for breach of contract absent an independent tort or comparable egregious misconduct; intentional profit-seeking breach alone is not enough.
- Restitution or disgorgement is not awarded merely because the breaching party profited from breach; contract remedies are compensatory rather than gain-based in ordinary commercial settings.

## Conclusion

The court limited Pratt to expectation damages and refused equitable, punitive, and gain-based remedies, treating the chair contract as one for replaceable goods and framing the breach as compensable through money rather than coercively enforceable through specific performance.


Pratt Furniture Co. v. McBee, 337 H.2d 119 (N.H. 1987)