## Facts

- Ocean Twelve, Inc. developed and built the Ocean Eight Condominium in Bethany Beach, Delaware, and sold eight residential units to the plaintiffs.
- At closing, construction on the units was not fully complete.
- Plaintiffs alleged Ocean Twelve induced settlement by promising to compile deficiency lists for each unit and to complete listed items after closing within a reasonable time.
- Each purchaser received a written warranty agreement guaranteeing against defective materials and workmanship.
- Plaintiffs alleged Ocean Twelve failed to complete listed work and refused to fix defects despite repeated oral and written complaints.
- Alleged problems included a malfunctioning and leaking air-conditioning system, a blistering and leaking roof deck, appliance defects not covered by manufacturer warranties, a noisy and odor-producing sewage system, and other construction deficiencies (varying by unit).
- Plaintiffs sought equitable relief compelling Ocean Twelve to complete unfinished work and correct defects (and, in the alternative, damages).

## Issues

1. Whether the Court of Chancery had equity jurisdiction to order specific performance of alleged construction-completion and warranty-repair obligations.
2. Whether plaintiffs had an adequate remedy at law, requiring dismissal under 10 Del. C. § 342.
3. Whether the nature and scope of the requested construction/repair decree would require ongoing judicial supervision that equity generally avoids.

## Decision

- The Court of Chancery granted Ocean Twelve’s motion to dismiss for lack of jurisdiction.
- The court held plaintiffs had an adequate remedy at law through money damages for the cost of completion and repair.
- The court declined to order specific performance because enforcing and supervising detailed construction and warranty repairs across multiple units would be impractical.
- The court found no special circumstances justifying equitable relief despite the general rule against specific performance of building-type obligations.

## Legal Principles

- Under 10 Del. C. § 342, the Court of Chancery will not exercise jurisdiction where a sufficient remedy exists at law.
- Specific performance is generally disfavored for building and construction obligations because compliance tends to require detailed, continuing judicial supervision.
- When the plaintiff can be made whole by damages measured by the reasonable cost to complete or repair work, equity jurisdiction is ordinarily unavailable absent special circumstances.
- Variability and multiplicity of alleged defects, especially across different properties or units, weighs against specific performance where the decree would function as an ongoing construction-management order.

## Conclusion

The Court of Chancery dismissed the purchasers’ action seeking an order compelling construction completion and warranty repairs because damages could compensate the alleged losses and the requested relief would require sustained court supervision inconsistent with equity jurisdiction.


Ryan v. Ocean Twelve, Inc., 316 A.2d 573 (Del. Ch. 1973)