May B seek contractual or equitable remedies against S?
Anticipatory repudiation
Here, there is an executory bilateral contract since S was to convey the land and the water rights and B was to pay the contract price to S. On May 15, S unequivocally told B that the deal was off and someone else had offered him more money.
Thus, B can sue S immediately for contractual and equitable remedies.
What contractual remedies?
Damages
In a breach of land sale contract, damages are either out-of-pocket loss or by the benefit of the bargain. Under the modern benefit-of-the-bargain rule, a buyer can recover the difference between the contract price and the fair market value of the land.
Here, B would be entitle to difference between the contract price which is $100,000 and the fair market value of the land, which is $ 130,000 as it was what T offered to S.
Recession
Rescission seeks to place the parties back in their pre-contractual position and thus represents an unraveling of the contract. Rescission is available where a contract is voidable as a result of a vitiating factor such as misrepresentation, undue influence or duress.
Fraudulent Misrepresentation
A fraudulent misrepresentation is the misrepresentation of a material fact, past or present, made with knowledge of the falsity and with the intent to deceive, upon which the plaintiff actually relies.
Here, S told B that he had title to all of 100 acres and the water rights even though he only had title to 90 acres and no water rights.
Defenses
Unclean Hands
Unclean hands is a defense to specific performance where the plaintiff is guilty of some inequitable or wrongful conduct regarding the same transaction as to which she is presently suing the defendant.
Here is no wrongful conduct by B so this defense will fail.
Election of Remedies
Under the defense of election of remedies, the remedy of damages affirms the existence of the contract while the rescission disaffirms it so if B brings the damages claim and win, B can no longer bring rescission suit.
What equitable remedies?
Temporary Restraining Order
TRO is an emergency order imposed to maintain the status quo until a regular, adversarial hearing may be held on a motion for a preliminary injunction.
Preliminary Injunction
A court may order a preliminary injunction to maintain the status quo until a trial on the merits can be held. It requires showing of irreparable injury and a likelihood of success on the underlying claim.
Specific Performance
An equitable remedy, specific performance requires a valid contract, plaintiff's performance, inadequacy of legal remedy, feasibility of enforcement.
Defenses
Unclean Hands
Misrepresentation