The Specific Performance Clause: What It Means and How to Negotiate It (2026)

What is a specific performance clause? A specific performance clause says that if one party breaches the contract, the other can ask a court to order the breaching party to actually do what it promised, rather than only pay damages. Specific performance is an equitable remedy: the court compels performance of the obligation itself. The clause records that the parties agree damages may not be an adequate remedy and that specific performance should be available. It matters most where money alone cannot fix a breach, for example the sale of a unique asset, shares in a private company, or a signed acquisition the seller is relying on to close. A buyer walking away from a merger is the classic case: the seller does not want a damages cheque, it wants the deal to complete. This article is general guidance, not legal advice. Whether a court will actually grant specific performance depends on the governing law and the facts, which vary by jurisdiction, so have a qualified professional review any clause before you rely on it. ## Sample specific performance clause ```

SPECIFIC PERFORMANCE 1. The parties agree that irreparable damage would occur, and that money damages would not be an adequate remedy, if any provision of this Agreement were not performed in accordance with its terms. 2. Each party is therefore entitled to seek an order of specific performance to enforce the terms of this Agreement, and to seek an injunction to prevent breaches, in addition to any other remedy available at law or in equity. 3. Each party waives any requirement to post a bond or other security in connection with such a remedy, and waives any defence that an adequate remedy at law exists, to the extent permitted by law. 4. The parties' right to specific performance is subject to [the Outside Date / the conditions in clause [X] having been satisfied].

- Not aligning it with a reverse termination fee, so it is unclear whether the innocent party can force the deal or only take the fee.
- Asking for specific performance of a personal-service obligation, which courts generally will not grant.
- In financed deals, failing to make the buyer's obligation to close conditional on the financing being available.
- Ignoring local rules on when the remedy is available. ## Does it vary by jurisdiction? Yes, significantly. - **India.** The Specific Relief Act, 1963 governs the remedy. Following the Specific Relief (Amendment) Act, 2018, specific performance moved from being a discretionary remedy granted only in limited cases to being enforceable as a general rule, subject to specified exceptions, and the amendment also added provisions for infrastructure contracts and special courts. This makes specific performance a stronger, more predictable remedy in India than it was before. Confirm the current text of the amended sections and recent case law for your facts. <!-- [VERIFY] exact commencement and current section text of the Specific Relief (Amendment) Act, 2018 --> Last verified October 2026.
- **England, Wales and other common-law markets (UK, Ireland, Singapore, Australia).** Specific performance remains a discretionary equitable remedy, granted where damages are inadequate, not available for personal-service contracts, and subject to equitable defences.
- **United States.** Availability varies by state and by subject matter; courts commonly grant it for unique assets and in negotiated M&A, often where the contract itself acknowledges that damages are inadequate. Because the remedy is treated so differently, say "varies by jurisdiction" and check local law rather than assume one approach. ## One workspace for the whole contract, not just the clause Getting the specific performance wording right is one task. The harder work is everything around it: making the remedy consistent with any reverse termination fee, tying it to the correct closing conditions and outside date, and keeping the structure coherent across a long agreement. Drafting the remedy, reviewing it against the reverse termination fee and the closing conditions, and keeping the outside date and the rest of the structure in sight can all happen in a single AI workspace set up around how your deals are built. [Adira](https://adiralaw.com) is one example of that approach. The sample above is enough to frame a fair clause by itself.