Other Proper Circumstances

The Official Comment makes it clear that what the UCC has in mind by "other proper circumstances" is a unique contractual arrangement.

Laclede v. Amoco, 522 F 2d. 33 (8th Cir. 1975), illustrates the idea.

Amoco agreed to provie propane to a subdivision that Laclede was developing. Amoco agreed to develop facilities and lay pipelines to assure a supply of gas.

Amoco later breached the contract by refusing to deliver propane to Laclede.

Will a court grant Laclede specific performance?

Note - For our purposes, we will treat the contract a contract for the sale of a good (propane) and discuss the case under UCC ยง2-716.

The court in Laclede treats the contract as one for a service (the delivery of propane) and applies the common law. The court refers to the Restatement, whereas we refer to the UCC.

Apart from this, the analyses are otherwise the same; the UCC and the Restatement do not differ greatly here.

Continue