## Facts

- Parkwood, Inc. agreed to sell District of Columbia real estate for $1,000,000 to Butler, who later assigned his rights to Lovitz, a straw for investors Wolf, Wolf, and Dreyfuss.
- Parkwood conveyed the property to the Cohens subject to the purchase contract.
- On the scheduled closing date (Dec. 4, 1962), Parkwood and the Cohens defaulted.
- The Cohens sued to declare the contract cancelled; the purchasers counterclaimed for specific performance and damages.
- The District Court decreed specific performance; the decree was affirmed on appeal, with damages reserved for later trial.
- The District Court later amended the decree to require proration/adjustment of rents, taxes, insurance, interest on encumbrances, operating charges, and other apportionable items to the date of actual transfer.
- The property was conveyed to the purchasers on Feb. 5, 1965; by then, the property’s market value had risen substantially above the contract price.
- The purchasers claimed additional damages for delay, including an asserted lost profit from a separate alleged resale agreement at a higher price that purportedly failed due to the delayed conveyance.
- After a damages trial, the District Court denied damages beyond the specific-performance relief and decree adjustments.

## Issues

1. Whether a purchaser who obtains specific performance of a real estate contract may also recover consequential damages for alleged lost profits from a failed third-party resale attributed to the seller’s delay.
2. Whether specific performance with equitable accounting adjustments for rents and carrying charges can constitute complete compensation for delay, precluding additional damages.

## Decision

- The D.C. Circuit affirmed the judgment denying the purchasers’ claimed damages.
- The court treated the amended specific-performance decree’s proration and accounting provisions as designed to place the purchaser in the economic position that performance would have produced.
- The court declined to award additional lost-profit damages tied to an alleged collateral resale, given the nature of the claim and the record supporting it.

## Legal Principles

- In a real estate sale dispute, specific performance coupled with equitable accounting (including adjustments for rents and carrying costs to the actual transfer date) may provide full relief for delay.
- Consequential damages for lost profits from a collateral resale are not recoverable merely because specific performance is ordered; such damages require adequate proof and a sufficient legal basis, including causation and reasonable certainty.
- Courts may deny speculative consequential damages where the purchaser ultimately receives the contracted property and the decree’s accounting adjustments address the economic effects of the delayed conveyance.

## Conclusion

The court held that the purchasers, having received specific performance with comprehensive adjustments for the economic incidents of ownership through the actual transfer date, were not entitled to additional consequential damages for an alleged lost resale profit caused by the sellers’ delay.


Wolf v. Cohen, 379 F.2d 477 (D.C. Cir. 1967)