Zimmerman v. Rhoads

Opinion by Mr. Justice Mestrezat, The learned judge of the court below was right in dismissing the plaintiff’s bill. It prayed for the specific performance [177] of a contract, the terms of which were entirely too indefinite, incomplete and uncertain to warrant a chancellor in decreeing specific performance. A court of equity will not enforce a contract, unless it is complete and certain in all its essential elements. The parties themselves must agree upon the material and necessary details of the bargain, and if any of these be omitted, or left obscure or indefinite, so as to leave the intention of the parties uncertain respecting the substantial terms of the contract, the case is not one for specific performance: Ikerd v. Beavers, 106 Ind. 483. It is not the function of a court of equity to make a contract for the parties, or to supply any of the material stipulations thereof. If any of the essential details are wanting a chancellor will not supply them in a decree for specific performance. The prayer in a bill of this character is for the specific performance of a contract, and not that the court will make a contract for the parties or compel them to perform any stipulations not included in their agreement. The proper decree in favor of the complainant entered upon a bill for specific performance is that the contract as made by the parties be specifically performed, and it is obvious that unless the agreement is certain and complete in all its essential details no decree should be entered. The contract in question purports in one part of it to be an agreement of sale for the coal underlying a certain tract of land. The vendor therein agrees to convey the coal by deed of general warranty and gives to the vendee the right to remove all the coal. There is, however, no consideration named in the deed for such conveyance; nor is there any time designated for the payment of any sum as a consideration. In another part of the contract appears the following sentence: “This option is good for one month at eight cents royalty per ton.” There is nothing in the other parts of the written paper which stipulates or fixes any of the material elements of the option. Rhoads does not bind himself to give an option on any of his property. Inferentially the option refers to the coal named in another part of the writing. There are no stipulations fixing the time of payment of the royalty nor the dura [178] tion of the option nor the minimum or maximum quantities to be mined. If, therefore, it be conceded that the paper is an option and that the option was accepted by the optionee, yet for lack of essential details in the agreement, it is apparent the court can make no decree for the specific performance of the contract. The court cannot enter a decree and fix the time when the royalties should be paid, the duration of the contract, or the maximum or minimum quantities to be mined, because the parties have failed to agree as to those matters. The contract is entirely too vague, uncertain and incomplete in material stipulations to warrant a chancellor in entering or enforcing a decree for specific performance. The decree of the court below is affirmed.