Maryland Indoor Play v. Snowden Investment

Summary

The court held that damages for breach of an investor’s contractual right to purchase a membership interest are general damages measured by the interest’s fair market value on the date of breach, less the price the investor would have paid. It also held that specific performance was improper because the lower court lacked evidence to determine the terms for the investor’s delayed admission as a member and did not find that the investor was ready, willing, and able to satisfy those terms. The court reversed the specific-performance award, vacated the damages and fee awards, and remanded for entry of nominal damages for one breach and further proceedings.