Northern Delaware Indus. Development Corp. v. E.W. Bliss Co.
245 A.2d 431 (Del.Ch. 1968)

  • Bliss contracted to supply all labor, services, and equipment to build a large steel fabrication factory.  Work was not completed as fast as specified in the contract, and Northern Delaware sued Bliss to force them to hire more workers and complete the contract faster.
  • Trial Court refused to grant specific performance.  They claimed that it would be inappropriate in view of the imprecision of the contract provision and the impracticality of effective enforcement by the Court.
    • Nowhere in the contract was the number of workers specified.  However, there was a timeline that Bliss has failed to meet.
    • Restatement of Contracts §371 states that courts should not order specific performance in any situation where it would be impractical to carry out such an order.
    • According to standard Contract Law, Northern Delaware could have hired more workers under a new contract, and then sued Bliss for the cost of that new contract.  Of course, determining damages would be a whole new can of worms.
  • Northern Delaware argued that they were not asking for the Court to take over administration of the project, just to issue an order.  This would be a ministerial act. The Court denied this argument, claiming that precedence had been established that there is a well established principle that performance of a contract for personal services, even of a unique natures, will not be affirmatively and directly enforced.
  • Is the argument that the Court shouldn’t be saddled with supervising the contract realistic?  Consider how in family law cases, school integration, and other areas, the Court often supervises things.  But should that be the role of the court?