Specific Performance Under Contract Law in Ghana: Principles, Requirements, and Legal Remedies

1. Introduction

Specific performance is an equitable remedy by which a court compels a party in breach of contract to perform the precise obligation undertaken. Unlike damages, which provide monetary compensation, specific performance enforces actual performance. This remedy reflects the principle that contracts are not merely financial exchanges but binding promises deserving fulfillment where justice requires.

In Ghana, the doctrine of specific performance is grounded in common law equity, reinforced by statutory provisions such as section 58 of the Sale of Goods Act, 1962 (Act 137), and developed through Ghanaian judicial decisions. The remedy is discretionary and is applied on a case-by-case basis.

2. Damages and the Need for Equitable Remedies

2.1 Contractual Damages

Damages in contract law aim to restore the innocent party to the position they would have occupied had the contract been performed. The emphasis is compensatory rather than punitive.

2.2 Inadequacy of Damages

There are circumstances where damages fail to provide real justice. These include:

1. Where the subject matter is unique
2. Where loss is difficult to quantify
3. Where replacement is impossible
4. Where performance involves long-term obligations
5. Where parties bargained for performance rather than compensation

Illustration 1

A buyer contracts to purchase a specific ancestral family house. The seller breaches and offers monetary compensation. Even substantial damages cannot replace the sentimental, cultural and strategic value of the property. Specific performance is therefore more appropriate.

3. Equitable Nature of Specific Performance

Specific performance originates from equity. It operates in personam, meaning the court compels the individual to act. It is not granted as of right. The claimant must satisfy the conscience of the court.

The dominant principle is that the court will only grant specific performance where, having regard to all circumstances, it is fair, just and equitable to do so.

4. Equitable Maxims Governing Specific Performance

4.1 Equity Will Not Suffer a Wrong Without a Remedy

Where damages are inadequate, equity intervenes to prevent injustice.

Illustration 2

A developer receives payment for a custom-designed building and refuses to complete it. Monetary damages cannot replace the building project. Equity intervenes to compel performance.

4.2 Equity Follows the Law

Equity respects legal rules. Courts first examine legal remedies before invoking equitable relief.

4.3 He Who Seeks Equity Must Do Equity

A claimant must demonstrate readiness and willingness to perform their obligations.

Ghanaian Authority

Djan v Owoo

The court emphasised that a claimant seeking specific performance must be prepared to fulfill reciprocal obligations such as payment of the purchase price.

Illustration 3

A buyer cannot obtain an order transferring land while refusing to pay the outstanding balance.

4.4 He Who Comes to Equity Must Come with Clean Hands

Fraud, misrepresentation or unconscionable conduct bars equitable relief.

Illustration 4

A party who falsifies receipts to claim part performance will be denied specific performance.

4.5 Delay Defeats Equity

Equity aids vigilant litigants. Unreasonable delay can defeat the remedy.

Illustration 5

A buyer who waits six years after breach without explanation may lose the right to compel performance.

5. Meaning and Requirements of Specific Performance

Specific performance compels the defaulting party to perform contractual obligations exactly as promised.

Essential Requirements

1. Existence of a valid contract
2. Breach or refusal to perform
3. Claimant’s entitlement to performance
4. Inadequacy of damages
5. Possibility of performance

Illustration 6

A seller receives deposit for land but refuses to execute conveyance. The buyer may apply for specific performance instead of damages.

6. Circumstances Justifying Specific Performance

6.1 Contracts Involving Land

Land is traditionally regarded as unique. Courts presume damages to be inadequate.

Ghanaian Authority

Redco Ltd v Sarpong

Facts

Sarpong agreed to purchase a flat from Redco Ltd at a price of 72,000 cedis. He paid a substantial deposit and later paid further instalments upon request. Redco delayed allocation of the flat for several years. After seven years, Redco demanded a revised price of about three million cedis.

Sarpong sued for specific performance, arguing that he had substantially performed his obligations and that damages could not compensate for the loss of housing.

Issues

1. Whether the delay and conduct of Redco justified specific performance
2. Whether damages were adequate compensation

Court’s Reasoning

The Court of Appeal held that:

• Housing is a special category of property
• Delay of six to seven years was unreasonable
• The buyer had substantially performed
• Monetary damages could not provide substitute housing

Decision

Specific performance was granted.

Principle

Where residential housing contracts are breached and the buyer has substantially performed, equity will compel performance.

Illustration 7

A buyer pays most of the purchase price for a flat intended for immediate occupation. Developer delays indefinitely. Specific performance is justified.

7. Specific Performance and Compliance with Formal Requirements

Ghanaian Authority

Djan v Owoo

Facts

The plaintiff orally agreed to purchase a house and paid a deposit. Receipts were issued but essential contractual particulars such as purchase price were not fully captured in writing as required by the Conveyancing Decree.

The seller later refused to complete the sale.

Issue

Whether the incomplete written agreement satisfied statutory requirements for enforceability.

Decision

The court held that the agreement was unenforceable because it failed to contain all material terms required by statute.

Principle

Specific performance will not be granted where statutory formalities governing land transactions are not satisfied.

8. Specific Performance and Building Contracts

Courts are reluctant to specifically enforce building contracts due to difficulties of supervision.

Ghanaian Authority

Prah and Others v Anane

Facts

The respondent allowed the appellants to demolish her house so they could construct a market. In return, the appellants promised to build her a new seven-room house. The market was built but the new house was never constructed.

The respondent sued for breach and sought specific performance.

Issues

1. Whether the building contract was sufficiently certain
2. Whether specific performance should be granted

Court’s Reasoning

The court found that:

• The agreement lacked precise building specifications
• Continuous supervision would be required
• Damages could adequately compensate

Decision

Specific performance was refused. Damages were awarded.

Principle

Courts avoid enforcing building contracts unless terms are clear and supervision is minimal.

Illustration 8

A vague promise to build “a modern house” cannot be specifically enforced.

9. Sale of Unique Commercial Assets

Ghanaian Authority

Dominis Fisheries Ltd v Bremen-Vegesacker Fischerei

Facts

The defendants agreed to sell a fishing vessel to Dominis Fisheries. The plaintiffs paid deposit and confirmed acceptance. Before completion, the defendants sold the vessel to the Ghana Government.

Issues

1. Whether a binding contract existed
2. Whether specific performance could be ordered despite resale

Court’s Reasoning

The court held that:

• A valid contract had been concluded
• The vessel had special commercial value
• Damages were inadequate
• The seller acted wrongfully

Decision

Specific performance was granted.

Principle

Unique commercial assets justify specific performance even where resale has occurred.

Illustration 9

A specialised mining machine sold to another buyer may still be subject to specific performance.

10. Specific Performance and Infants

Ghanaian Authority

Lartey v Bannerman

Facts

A lessee agreed to sell property to a purchaser acting on behalf of his infant daughter. Part payment was made and the balance deposited with a solicitor. The seller later refused to execute the conveyance.

The trial court refused specific performance on grounds of lack of mutuality.

Issue

Whether infancy barred specific performance.

Court’s Reasoning

The appellate court held that:

• The infant was the claimant
• The infant had already performed through her representative
• The seller was the only party left to perform

Decision

Specific performance was granted.

Principle

Specific performance is not barred merely because the claimant is an infant where obligations have already been fulfilled.

11. Grounds for Refusal of Specific Performance

11.1 Adequate Remedy at Law

Where damages sufficiently compensate loss.

Mokab Company Ghana v Bragha Construction

Facts

The parties entered into an agreement to jointly purchase some acres of land around La. In furtherance of this, the plaintiff contributed about 75% of the cost. The defendant refused to register the plaintiff’s interest and went ahead to sell off the land without proper records of proceeds. 

Court Reasoning

The court awarded damages in place of specific performance on the basis that given the nature of the contract which was to share profits from the sale of the land, damages would suffice as an appropriate remedy in place of specific performance. 

Holding

The plaintiff was granted damages worth 70% of the current market value of the land as well as other damages. 

Kwaku Bonsu v Ama Agyemang

Facts

The appellant (plaintiff) entered into a contract with the respondent (defendant) for the purchase of land situated at Achimota, near the Accra Motorway Extension. The respondent breached the contract by refusing to convey the land. The appellant sought specific performance and an injunction to restrain the respondent from selling the land to third parties. The High Court granted specific performance, but the Court of Appeal reversed this, awarding damages instead. The appellant appealed to the Supreme Court.

Court Reasoning

The Supreme Court held that specific performance is the primary remedy for breach of contract for sale of land and that damages are presumed inadequate due to the unique nature of land.

The Court found that the Court of Appeal erred in substituting damages for specific performance without sufficient justification. 

Holding

The High Court’s order granting specific performance was restored.

11.2 Uncertainty and Vagueness

Contracts lacking definite terms cannot be enforced.

11.3 Personal Service Contracts

Courts refuse to compel labour or artistic performance.

11.4 Hardship and Unfairness

English Authority Applied in Ghana

Webster v Cecil

Facts

Seller mistakenly offered land at half its intended price due to arithmetic error. Buyer accepted knowing the mistake.

Decision

Specific performance was refused because enforcement would be inequitable.

11.5 Delay

Unreasonable delay bars relief.

11.6 Impossibility and Illegality

Contracts that cannot legally or physically be performed cannot be enforced.

12. Statutory Recognition of Specific Performance

Sale of Goods Act 1962 (Act 137) Section 58

The court may order specific performance of contracts involving specific or ascertained goods.

This provision strengthens equitable discretion in Ghana.

13. Relationship Between Specific Performance and Other Remedies

13.1 Specific Performance and Damages

Damages compensate. Specific performance enforces performance.

13.2 Specific Performance and Injunction

Specific performance compels contractual duties. Injunction restrains or mandates conduct more generally.

13.3 Specific Performance and Mandamus

Mandamus compels statutory public duties. Specific performance enforces private obligations.

14. Summary Table

Feature	Explanation	Authority
Nature	Equitable discretionary remedy	Equity principles
Purpose	Enforces actual performance	Common law
Statutory Basis	Section 58 Act 137	Sale of Goods Act
Land Contracts	Presumed inadequacy of damages	Redco v Sarpong
Building Contracts	Rarely enforced	Prah v Anane
Unique Assets	Eligible for enforcement	Dominis Fisheries
Infant Claimant	Allowed where obligations performed	Lartey v Bannerman
Refusal Grounds	Vagueness, hardship, delay	Webster v Cecil
Equitable Conduct	Clean hands required	Djan v Owoo

Conclusion

Specific performance remains a cornerstone of equitable justice in Ghanaian contract law. While damages remain the primary remedy, courts intervene where money fails to achieve fairness. The remedy protects unique interests, enforces serious contractual commitments, and preserves commercial certainty.

The Ghanaian judiciary has consistently balanced contractual sanctity with equitable fairness, ensuring that specific performance is granted only where justice, practicality and conscience demand.