Copylease Corp. of America v. Memorex Corp. case brief

Copylease Corp. of America v. Memorex Corp.; (US Dist. Ct. SDNY, 1976); CB 61; Notes 14

• Facts: P and D have K where P promised to buy specified minimum quantities of toner, D in return granted P favorable price and exclusive dealership for Memorex toners in Midwest. Soon after K signed, D decided didn’t like terms, started negotiating, got heated, D notified P that it was unilaterally altering terms of relationship, would no longer recognize as exclusive dealer. P sought specific performance of exclusive dealership, as well as damages.
• Issue: Should Copylease be granted specific performance?
• Holding: Injunctive relief inappropriate for continuous acts. Only exception is if P proves that product is so unique that performance is necessary and there is no other adequate remedy at law.
• Rule: Determining if SP appropriate requires a two-pronged test: (1) no adequate remedy available at law (irreparable injury that cannot be cured through payment of money); and (2) no requirement of an ongoing relationship.
• Commentary: Judge clearly wanted the parties to work it out between themselves, so made it grey instead of black & white decision.