Section 4.24 Existence of Binding Contract Setting Out Essential Terms

• Library: Contracts 2016 Supp

2. (§4.24) Existence of Binding Contract Setting Out Essential Terms

As noted in §4.22 above, the remedy of specific performance presupposes the existence of a valid contract between the parties to the action. P.R.T. Inv. Corp. v. Ranft, 252 S.W.2d 315 (Mo. 1952); Porter v. Porter, 637 S.W.2d 396 (Mo. App. S.D. 1982); McKenna v. McKenna,607 S.W.2d 464 (Mo. App. E.D. 1980). It is well settled that a court of equity will not make a contract for the parties, and if a contract is indefinite, uncertain, or incomplete, the court will not order specific performance. Biggs v. Moll, 463 S.W.2d 881 (Mo. 1971); Wilkinson v. Vaughn, 419 S.W.2d 1 (Mo. 1967); Rayburn v. Atkinson, 206 S.W.2d 512 (Mo. 1947). This typically means that, for a decree of specific performance to be proper, the contract must be complete in its essential and material terms and must be capable of being enforced without adding to its terms. Ray v. Wooster, 270 S.W.2d 743 (Mo. 1954). The essential terms of a contract for purposes of specific performance are:

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