Second, it is impractical to attempt to force meaningful performance by someone against his or her will. The key fact for consideration here is that this is a closely held corporation. Therefore, the stock is not available in the market, and the shares become unique. The uniqueness of these shares is enhanced by the fact that if Cary sells his 4 percent of the shares to De Valle, De Valle will have a controlling voice in the corporation. Because of this, monetary damages for De Valle are totally inadequate as a remedy.
Specific performance is an appropriate remedy.
Note that Johnson has not yet paid Keever for the fair value of his work, so Keever has a claim against Johnson for this amount. As a result, Keever can make a proper counterclaim for the fair value of his labors. Sweet, Inc., is unquestionably in breach of contract, which entitles Ben to monetary damages. Each claim for damages should be discussed separately. First, Ben is entitled to compensatory damages those damages that Sweet could reasonably have foreseen would result from the breach.