## Facts

- First National Bank of Lake Forest acted as guardian of the Estate of Rowland S. Stevens and conducted a public sale of estate property, including a rare astronomical clock.
- Before the public sale, the bank had given Elmer and Pauline Crum a contractual right of first refusal covering certain clocks, including the astronomical clock.
- At the public sale, Martin Ruddock purchased the astronomical clock and tendered $7,000.
- After the sale, a bank officer informed the Crums that the clock “had been sold,” and the Crums threatened litigation to enforce their right of first refusal.
- The bank refused to accept Ruddock’s tender and instead sold the clock to the Crums.
- Ruddock sued the bank for damages intended to allow him to buy the clock from the Crums; after unsuccessful efforts to negotiate a purchase from the Crums, he amended his complaint to seek specific performance against the Crums.
- By the time of trial, the clock’s estimated value was about $40,000.
- The trial court entered judgment against the bank for $28,000 in damages, found the Crums were bona fide purchasers for value, and denied specific performance.
- Ruddock appealed the denial of specific performance and the bona fide purchaser finding; the Crums defended the judgment and argued (among other things) that specific performance is limited to real estate and that laches barred relief.

## Issues

1. Whether specific performance is available for a contract involving unique personal property, such as a rare astronomical clock.
2. Whether the Crums could claim bona fide purchaser for value status when they obtained the clock after being told it had already been sold to Ruddock.
3. Whether laches barred Ruddock’s request for specific performance based on delay and the clock’s appreciation in value.

## Decision

- The appellate court held that specific performance is not limited to real property and may be awarded for unique personal property when damages are inadequate.
- The appellate court held the trial court erred in treating the Crums as bona fide purchasers for value because their knowledge of Ruddock’s purchase prevented them from taking the clock free of his claim.
- The appellate court rejected the Crums’ laches defense because laches requires both unreasonable delay and prejudice; on this record, those elements were not established so as to bar equitable relief.
- The appellate court reversed the denial of specific performance and remanded for entry of appropriate equitable relief consistent with its opinion, with further proceedings as needed regarding the remaining relief against the bank.

## Legal Principles

- Specific performance can be granted for contracts involving unique chattels when money damages are not an adequate substitute for the promised item.
- A purchaser cannot qualify as a bona fide purchaser for value if the purchaser has actual or constructive notice of another party’s prior rights in the property.
- Laches is an equitable defense requiring an unreasonable delay plus prejudice to the opposing party; price appreciation, standing alone, does not automatically establish laches.
- When a seller (including a fiduciary seller) refuses to complete a valid sale and transfers the property to another party with notice, equity may compel transfer to the first buyer.

## Conclusion

In *Ruddock v. First National Bank of Lake Forest*, the appellate court ruled that a rare astronomical clock may be the subject of specific performance, that the Crums could not rely on bona fide purchaser protection because they had notice of Ruddock’s earlier purchase, and that laches did not bar equitable relief on these facts; the case was remanded for entry of proper relief consistent with those holdings.


Ruddock v. First National Bank of Lake Forest, 559 N.E. 2d 483, 201 Ill. App. 3d 907 (1990)