Wooster Republican Printing v. Channel 17, Inc.

The Wooster Republican Printing Company (Wooster) (plaintiff) contracted to purchase Channel 17, Inc. (Channel 17) (defendant), including Channel 17’s transmitter tower. The contract included a liquidated-damages clause stating that Channel 17 would only be liable for $50,000 in the event of a breach. The contract also included a provision that, upon a breach, Wooster would have the remedy of specific performance because there would be no adequate remedy at law. When Channel 17 breached the contract, Wooster sued for specific performance. Wooster argued that it had no adequate remedy at law because Channel 17 was unique. Wooster presented uncontroverted evidence of the uniqueness of Channel 17 because of its local and national markets and its potential for growth. Testimony at trial demonstrated that both parties understood the availability of specific performance upon a breach. However, Channel 17 argued that specific performance was inappropriate for two reasons: (1) performance was impossible, because Channel 17’s transmitter tower was located on a site owned by a third party and leased by Channel 17 with an option to purchase at the end of the lease term; and (2) the parties made a mutual mistake regarding the available remedies, because the liquidated-damages clause precluded specific performance. At trial, Wooster represented that it was willing to accept an assignment of Channel 17’s leasehold interest in and option to purchase the transmitter tower, rather than the contracted-for fee interest in the tower, with an abatement in the purchase price.