Specific Performance of a Contract of Sale under Section 58 of the Sale of Goods Act, 1930: Specific or Ascertained Goods, the Court's Power, No Option to Pay Damages, and the Specific Relief Act

Damages assume that the buyer can go into the market and buy the same thing from someone else. Where he cannot, money is no substitute for the goods. Section 58 allows the court, in a suit for breach of a contract to deliver specific or ascertained goods, to order that the contract be performed specifically, and to do so without giving the seller the option of keeping the goods and paying damages instead. The section is expressly subject to the Specific Relief Act, which was substantially amended in 2018 to make specific performance the general rule rather than a discretionary remedy.

Two questions, and the line between ordinary commercial goods and goods that cannot be replaced

1. The Section

Section 58, Sale of Goods Act, 1930

Subject to the provisions of Chapter II of the Specific Relief Act, in any suit for breach of contract to deliver specific or ascertained goods, the Court may, if it thinks fit, on the application of the plaintiff, by its decree direct that the contract shall be performed specifically, without giving the defendant the option of retaining the goods on payment of damages. The decree may be unconditional, or upon such terms and conditions as to damages, payment of the price or otherwise, as the Court may deem just, and the application of the plaintiff may be made at any time before the decree.

Specific or ascertained goods only. Goods must be identified at the contract or ascertained afterwards. Unascertained goods, which by definition can be supplied from any source, are outside the section.
On the plaintiff's application, which may be made at any time before the decree.
No option to pay damages. At common law a defendant could often satisfy a decree by paying damages; the section removes that.
The decree may be conditional, for example on the buyer paying the price or compensating the seller for expenses.

2. When Will the Court Order It?

📖 Behnke v. Bede Shipping Co. Ltd., [1927] 1 KB 649

Facts: A buyer contracted to buy a ship, which was of a particular type and had engines satisfying German regulations, making her of peculiar and practically unique value to him for his intended business. The seller refused to deliver, and only one other comparable vessel was known to be available.

Held: Specific performance was granted. The ship was of peculiar and practically unique value to the buyer, and damages would not enable him to obtain an equivalent vessel.

Ratio: Specific performance will be ordered where the goods are unique or of such special value to the buyer that damages cannot put him in the position he bargained for.

📖 Cohen v. Roche, [1927] 1 KB 169

Facts: A dealer bought a set of Hepplewhite chairs at auction, and the seller refused to deliver them. The buyer sought specific performance, arguing that the chairs were of special value.

Held: Specific performance was refused. The chairs were ordinary articles of commerce with no special features, bought by a dealer for resale in the ordinary way of his business. Damages were an adequate remedy.

Ratio: Specific performance is not granted for ordinary commercial goods obtainable elsewhere, particularly where the buyer wanted them for resale rather than for their own sake.

3. The Specific Relief Act

Section 58 is subject to the Specific Relief Act, 1963, so the general law on specific performance governs the exercise of the power.
Before 2018, specific performance was discretionary, and Section 10 of that Act allowed it chiefly where damages would not afford adequate relief, with a presumption that they would suffice for movable property except where the goods were not an ordinary article of commerce, were of special value or interest to the plaintiff, or were held by the defendant as his agent or trustee.
Since the Specific Relief (Amendment) Act, 2018, specific performance is to be enforced as a general rule, subject to the statutory exceptions, rather than being left to the court's discretion. The bars in the Act, such as contracts requiring continuous supervision or those dependent on personal qualifications, continue to apply.
The practical position for goods is little changed in substance: a buyer of ordinary commercial goods will usually be met with the answer that substitutes are available, which is a matter going to the nature of the contract rather than to discretion alone.

4. Specific Performance and Damages Compared

Damages compensate for the loss of the bargain, and assume substitutes can be bought.
Specific performance delivers the bargain itself, and is for goods that cannot be replaced: a unique chattel, an heirloom, a machine built to order, a ship of a particular specification.
The buyer may claim both in the alternative, and the court may award damages in addition to or in substitution for specific performance under the Specific Relief Act.
A decree binds the goods, not merely the seller's pocket, which matters where the seller has no money or is unwilling to perform.

5. The Position Stated Shortly

Section 58 allows a decree for specific performance in a suit for breach of a contract to deliver specific or ascertained goods.
The decree may be made without giving the defendant the option of keeping the goods and paying damages.
It may be unconditional or on terms as to damages or payment of the price.
Behnke v. Bede Shipping: a ship of peculiar and practically unique value justified specific performance.
Cohen v. Roche: ordinary articles of commerce bought for resale did not.
Section 58 is subject to the Specific Relief Act, 1963, amended in 2018 to make specific performance the general rule.