For a liquidated damages provision to be enforceable, which requirement must be met?

A liquidated damages provision is enforceable when it serves a legitimate purpose and reflects a fair estimate of potential damages that may arise from a breach of contract. The requirement that it must have been difficult to estimate the damages at the time of contract formation aligns with this principle.

When parties enter into a contract, they often attempt to anticipate what harm might come from a potential breach. If the potential damages are easily quantifiable, parties may resort to actual damages rather than liquidated damages because the latter is intended to address situations where it would be hard to determine the exact amount of loss. Therefore, establishing that it was challenging to foresee potential damages emphasizes the reasonableness of the liquidated damages as a fair approximation of anticipated losses.

This reasoning underpins the enforceability of such provisions; courts are more likely to uphold liquidated damages clauses when the damages were not readily ascertainable and when the specified amount serves to compensate rather than punish the breaching party.