Most litigants associate injunctions as a remedy granted by a court to prevent a party from taking specific action. This is no surprise – as in most cases injunctions function to accomplish exactly that. However, in rare cases, courts will issue mandatory injunctions to force a party into taking specific action. Even though seldomly used, a mandatory injunction acts as an important judicial remedy to prevent irreparable harm by allowing courts to change the status quo.

The Dispute

The case of James Riv. Group Holdings, Ltd. v. Fleming Intermediate Holdings LLC illustrates a rare example of a court issuing a mandatory injunction. The case centers around the failed closing of the sale of Plaintiff’s reinsurance subsidiary to Defendant. In November 2023, the parties executed a Stock Purchase Agreement (“SPA”) concerning the sale of Plaintiff’s reinsurance subsidiary. As the closing approached, Plaintiff worked to fulfill its SPA obligations and complete all requisite pre-closing events. However, at the time of closing, Defendant failed to appear and instead sent a letter demanding further concessions to close – claiming that Plaintiff did not comply with its SPA obligations. Based on the failed closing, Plaintiff sought specific performance, seeking the Court’s intervention in forcing the Defendant to fulfill its obligations under the SPA and close on the transaction.

Standard for a Mandatory Injunction

In its decision, the Court examined the rarity of mandatory injunctions. The Court reasoned that this rare remedy may only be permitted when “the status quo is a condition not of rest, but of action, and the condition of rest is exactly what will inflect the irreparable injury upon complainant.”

Due to the extraordinary nature of such relief, the Court stated that movants must be held to a higher standard when requesting a mandatory injunction that “will alter, rather than maintain, the status quo, or. . . will provide the movant with substainally all the relief sought [which] cannot be undone even if the defendant prevails at a trial on the merits.”  Of course, a movant must establish all the elements needed for a preliminary injunction. A movant must establish (1) a likelihood of ultimate success on the merits; (2) the prospect of irreparable injury if the provisional relief is withheld; and (3) a balance of equities tipping in the moving party’s favor. However, establishing these elements is not enough for the issuance of a mandatory injunction. Instead, a movant must additionally demonstrate extraordinary circumstances for a Court to grant such relief. If a movant makes a sufficient showing of extraordinary circumstances, the mandatory injunction may be granted.

Application to the Case

Applying this heightened standard (to James Riv. Group Holdings), the Court found that Plaintiff satisfied the requisite showing for a mandatory injunction. First, the Court determined that Plaintiff established all the elements for a preliminary injunction. The Court found that Plaintiff established a likelihood of success on the merits because it was clear that Plaintiff fulfilled its obligations under the SPA, leaving Defendant with no viable defense for failure to close on the transaction. Additionally, the Court found that Plaintiff easily established irreparable harm and that the balance of equities favored Plaintiff. Since these elements were established, Plaintiff next needed to prove extraordinary circumstances to merit such relief.

Although the Court did not go into vast detail about the extraordinary circumstances found in this case, the Court found that Plaintiff made a showing sufficient to merit a mandatory injunction.  In fact, the Court noted that this case illustrated the exact “hypothetical situation” that mandatory injunctions were designed to address. The Court stated:

“If a purchaser of a business refused to close a business transaction without reason, in that extraordinary circumstance, a judge would be compelled to issue a mandatory injunction directing the purchaser to close. A mandatory injunction is designed to address this hypothetical situation which now confronts this court. Otherwise, this remedy would not exist.”

Furthermore, the Court stated that Plaintiff “established a clear right to a mandatory injunction because of the severe irreparable harm it [was] enduring.” In particular, the Court was concerned about the reputational and economic harm that Plaintiff would suffer if Defendant did not close on this transaction. The Court held that Defendant’s refusal to close would seriously impact and jeopardize Plaintiff’s ability to sell the subsidiary in the future. Moreover, the Court stressed that Plaintiff would not be able to unwind this transaction easily – as Plaintiff now had to expend further resources on a subsidiary that Plaintiff expected to sell. Finally, the Court was particularly concerned that the impact that the failed closing would have on the public – particularly “shareholders, employees, analysts, rating agencies, and other stakeholders that cannot wait for the closing to make critical decisions.”

As such, the Court found that there were the requisite extraordinary circumstances in this case to merit a mandatory injunction. Accordingly, the Court granted a mandatory injunction, directing the parties to close on the sale.


Many litigants seek injunctions for the purpose of maintaining the status quo. Yet, this might not be the best remedy for litigants – especially in rare occasions where maintaining the status quo would cause irreparable harm. In such situations (as in James Riv. Group Holdings) litigants may seek a mandatory injunction. However, litigants must be prepared to satisfy a heightened standard, proving that a mandatory injunction is necessary because of extraordinary circumstances. Only then will a Court seek to change the status quo and grant such rare relief.