Can I force the other side to actually close instead of just suing them for money?
In principle, yes — specific performance, a court order compelling the other side to actually complete the transaction, is an available remedy for breach of a business purchase and sale agreement. In practice, though, courts generally award it only where money damages wouldn't adequately fix the harm, and for an ordinary commercial business deal, courts are often more willing to simply award damages calculated to put you in the position you bargained for, treating most business opportunities as ultimately replaceable rather than genuinely unique.
Whether specific performance is realistically available in your situation depends on factors like how unique the specific business actually is, and whether a money award could genuinely substitute for completing the deal as agreed. Because this isn't a guaranteed remedy and courts have real discretion here, it's worth discussing with a lawyer early which remedy you're actually likely to obtain before deciding how to frame a claim — pursuing specific performance and losing that argument can cost time you'd otherwise spend building a stronger damages case instead.
Key takeaways
- Specific performance is available in principle but not the default remedy for a breach.
- Courts generally require that damages wouldn't be an adequate substitute first.
- Uniqueness of the specific business affects how realistic this remedy actually is.
- Discuss which remedy is realistically achievable with a lawyer before deciding how to proceed.