Centex Homes Corp. v. Boag, 128 N.J. Super. 385, 320 A.2d 194 (Ch. Div. 1974)
Legal information, not legal advice. Verify against the cited opinion.
- Citation: 128 N.J. Super. 385, 320 A.2d 194 (Ch. Div. 1974)
- Court / Year: New Jersey Superior Court, Chancery Division, 1974
- Topic tags: forfeiture | remedies | equitable_conversion | liquidated_damages | specific_performance
- Facts: A condominium developer (Centex) contracted to sell a luxury high-rise unit to Boag for 525 deposit plus a $6,870 check (together roughly 10% of price). After a job transfer to Chicago, Boag repudiated and stopped payment on the check. Centex sued for specific performance — i.e., to compel Boag to pay the full price — or in the alternative for damages.
- Holding: The court denied the vendor specific performance, holding that specific performance “should no longer be automatically available to a vendor of real estate,” but is confined to cases where the damages remedy is inadequate or other equitable considerations are present. Because the condominium unit was one of hundreds of virtually identical units sold by sample to the public, it had no unique quality, so the inadequacy-of-damages rationale that supports a buyer’s specific performance did not run in the seller’s favor. On damages, the court limited Centex to the liquidated-damages clause it had drafted, which capped recovery at sums paid at the time of default — here, retention of the $525 deposit only.
- Reasoning: Mutuality of remedy does not entitle a vendor to specific performance where the vendor’s real loss is the unpaid money, which damages fully compensate; mass-produced units are functionally fungible. A seller-drafted liquidated-damages clause is construed against the drafter and limits recovery to its terms.
- Practical impact for CFD operators/buyers: New Jersey rejects automatic seller specific performance — a defaulting buyer cannot ordinarily be forced to complete the purchase of a fungible unit. For installment-land-contract / contract-for-deed operators, this confirms that the seller’s principal remedies on buyer default are damages (often capped by the contract’s own liquidated-damages clause), the vendor’s-lien/foreclosure path, and resale — not a forced-purchase decree — and that a court will read a seller’s liquidated-damages clause strictly. It is a foundational New Jersey statement of the equity-driven, anti-windfall posture toward forfeiture of buyer payments.
- Good-law status: Good law; widely cited and taught (Cribbet property casebook) for the vendor-specific-performance and liquidated-damages points.
- Source (retrieved): https://www.courtlistener.com/opinion/1906383/centex-homes-corp-v-boag/ · also https://law.justia.com/cases/new-jersey/appellate-division-published/1974/128-n-j-super-385-0.html · Verified: 2026-06-08
Jurisdictions that follow / cite: new-jersey
Disclaimer. Legal information, not legal advice. Confirm the opinion is still good law before relying on it.