Continental Airlines, Inc. V. Intra Brokers, Inc., 24 F.3d 1099, 1994 Issue Reasoning The discount coupons would tend to increase volume but decrease the average fare received. o Revenues could be lower, same, or higher. o There might be downward pressure of Continental’s fares o Continental might engender ill will from passengers paying higher fares. The effect on revenue would be hard to measure or prove. o Even retrospectively, expert witnesses might well testify to contrary conclusions. This difficulty of establishing economic harm to Continental, lack of proof of damages, and possible immeasurability or unascertainability of harm, does not mean Continental was not harmed. Continental is entitled to control whether its coupons were transferred. o Damages would be an inadequate remedy, and so cuts in favor of equitable relief. Harm to Continental was to its power and not to its purse. o it is entitled to make its own decisions about whether give out discount coupons, and whether to make them transferable or nontransferable. o Neither the courts nor Intra are entitled to substitute their bus judgment for that of Continental’s. o Continental should not have to pay for accountants and economists to prove the amount of econ harm. Continental’s right to control its own bus is irreplaceable in the market and exceedingly difficult to value. 377 Rule For equitable relief to be appropriate, there must generally be no adequate legal remedy. П’s failure to demonstrate any financial harm has a bearing on the appropriateness of equitable relief, because the balance of hardships may generally be considered in exercising discretion whether to grant an injunction. Where the threat of injury is imminent and the measure of that injury defies calculation, damages will not provide a remedy at law. o The difficulty and probable expense of establishing the amount of economic harm supports the proposition that damages would be an inadequate remedy, and so cuts in favor of equitable relief. Facts Continental issued discount coupons that, by their terms, weren’t supposed to be sold. Intra did sell and coupons and Continental did not object for a while and assured Intra that the condition would not be enforced. However, Continental changed its position but Intra refused to comply. Continental sought to enjoin Intra from selling the coupons. (there was no evidence of any harm to Continental’s business due to the sales of the coupons; nor did Intra detrimentally rely on Continental’s old position.) Held Proc П argues Δ argues There is harm to Continental’s control of its own business even though harm to its profitability is unproven. Continental is entitled to control its own discounting policy. DC granted Continental the injunction. Continental has an adequate legal remedy: damages for financial losses from passengers’ use of the coupons Intra sold. Campbell Soup Co. v. Wentz, 172 F.2d 80, 1948 Issue Reasoning No adequate legal remedy; this case is appropriate for specific performance. o It was virtually impossible to obtain this kind of carrots in the open market. Uniformity in appearance in a food article is a matter of considerable commercial significance. o It is a factor property considered in determining whether a substitute ingredient is just as good as the original. Determining uniqueness of goods is a mixed fact and law. o The court will exercise its independent judgment on the Q. Should grant equitable relief: o The special kind of carrots was unavailable on the open market. o Campbell built a reputation for its products. 383 Rule A party may have specific performance of a K for the sale of chattels if the legal remedy is inadequate. o Inadequacy is a case-by-case determination. Determining uniqueness of goods is a mixed fact and law. No reason why a court should be reluctant to grant specific relief when it can be given without supervision of the court or other time-consuming processes against one who has deliberately broken his agreement. Facts Campbell K’ed with Wentz for delivery of red-cored carrots at $30/ton. o Campbell used the carrots in 15/20 soups to give the soups uniformity in appearance. When the market price jumped to $90, Wentz refused to deliver. He instead sold to a neighbor who in turn sold to Campbell. o It was virtually impossible to obtain this kind of carrots in the open market. Campbell sought specific performance. Held Proc П argues Δ argues Equitable relief is appropriate here [but court did not grant it b/c K was unconscionable.] Trial court: П failed to establish that the carrots, judged by objective standards, are unique goods.