## Facts

- Ross University School of Medicine, Ltd. (Ross) operated a Caribbean medical school whose students needed clinical clerkship placements at U.S. hospitals.
- Brooklyn-Queens Health Care, Inc. (Brooklyn-Queens) was affiliated with a New York hospital system that could provide clerkship positions.
- Ross and Brooklyn-Queens entered into an arrangement under which Brooklyn-Queens would provide (or “guarantee”) a certain number of clerkship slots, and Ross would make substantial upfront payments toward those placements.
- Ross made prepayments totaling about $13 million.
- Ross alleged that Brooklyn-Queens failed to provide the number of clerkship positions promised, forcing Ross to obtain substitute placements elsewhere and increasing Ross’s costs.
- Ross sued for breach of contract and sought (1) specific performance requiring Brooklyn-Queens to provide future clerkship positions and (2) consequential and incidental damages. Ross later sought summary judgment seeking more than $20 million in damages.
- Brooklyn-Queens moved for summary judgment seeking dismissal of Ross’s claim for specific performance.

## Issues

1. Should Ross’s request for specific performance of the clerkship-placement contract be dismissed on summary judgment because monetary damages would adequately compensate Ross?

## Decision

- The court granted Brooklyn-Queens’s motion for summary judgment dismissing Ross’s request for specific performance.
- The court concluded that Ross’s alleged injury could be addressed through money damages, particularly because Ross sought a large damages award intended to place it in the position it would have occupied absent any breach.
- The case proceeded as a contract damages dispute rather than an action for an order compelling ongoing future performance.

## Legal Principles

- Specific performance is an extraordinary equitable remedy and is generally unavailable when the plaintiff has an adequate remedy at law through monetary damages.
- Courts are reluctant to order specific performance where the requested relief would require continuing judicial involvement in a long-term, operational relationship.
- When a plaintiff seeks substantial monetary relief aimed at making it whole for an alleged breach, that request may confirm that damages are adequate and weigh against specific performance.

## Conclusion

The court dismissed Ross’s demand for specific performance because Ross’s claimed harm from the alleged shortfall in clerkship slots could be compensated with money damages, and ordering future placements would require a continuing performance relationship ill-suited to equitable enforcement, leaving Ross to pursue its breach-of-contract damages theories.


Ross University School of Medicine, Ltd. v. Brooklyn-Queens Health Care, Inc., 2013 WL 1334271 (2013)