Equitable Remedies

Contract Type:
Generic Contract

The Parties acknowledge and agree that damages may not be an adequate remedy for any breach of this Agreement and that either Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.


Here is a plain English explanation of the Equitable Remedies clause:

This clause acknowledges that money damages may not be enough to fix any breach of the contract.

It states that both parties can seek court orders to enforce the contract, in addition to damages.

The types of orders include:

- Injunctions to prevent a threatened or continuing breach.

- Specific performance to make the breaching party fulfill their obligations.

- Other equitable remedies that the court deems fair and just.

These remedies aim to actually make the breaching party comply, rather than just pay compensation. The clause makes clear the parties agree to this possibility as part of the contract.

In summary, this clause allows both parties to pursue equitable remedies and not just damages for any breach, as monetary compensation may not be sufficient.

History of the clause (for the geeks)

Equitable remedies clauses evolved from the bifurcation of English common law and equity jurisprudence.

Key historical developments include:

In medieval England, petitioners had to appeal to the Crown for equitable remedies beyond common law rulings. Later, the Court of Chancery assumed this role.

The Judicature Acts of 1873-1875 merged courts of law and equity. Contracting parties nonetheless remained wary of inconsistent relief.

Explicit equitable remedy clauses assured parties of uniform recourse. They underscored the availability of injunctions and specific performance.

Standardization helped counteract the previous unpredictability of equitable awards at judges' discretion.

The rise of complex commercial transactions multiplied the types of harms requiring tailored equitable relief. Clauses kept pace.

Most jurisdictions outside England maintained the division between legal and equitable contract remedies. Clause inclusion aids enforcement.

International contracting incorporates equitable remedy clauses to confirm enforcement across different legal systems.

In summary, the bifurcation of equitable relief from common law damages prompted dedicating contract clauses to define and ensure equitable recourse.

This reinforced the parties' intent despite courts’ discretion.