Specific Performance
Specific performance is a court order compelling a party to do what it promised rather than pay for not doing it. Texas treats it as an equitable remedy available where damages are inadequate, most often for land and for interests in closely held entities. The plaintiff must show it was ready, willing and able to perform its own side.
Money is the default remedy for breach of contract, and for most breaches it works. Specific performance is what a plaintiff asks for when it does not, either because the thing promised has no reliable market substitute or because calculating the loss would be guesswork.
When Texas grants it
The remedy is equitable and discretionary. A plaintiff must show a valid, enforceable contract with terms definite enough for a court to order performance, its own substantial compliance or tender, and the inadequacy of damages. DiGiuseppe v. Lawler, 269 S.W.3d 588 (Tex. 2008), adds the requirement litigants most often stumble over. A party seeking specific performance must plead and prove that it was ready, willing and able to perform under the contract. Showing the defendant breached is not enough. You have to show you would have closed.
Real property is the classic case, on the theory that each parcel is unique. Interests in closely held entities are treated similarly, because there is no market in which a departing member can go and buy an equivalent stake.
Buy-sell provisions
The business court ordered the remedy in Crain v. Northern, 2026 Tex. Bus. 4 (8th Div. Feb. 2, 2026). The company agreement contained a mandatory buy-sell clause under which failure to respond within thirty days conclusively deemed the membership interest forfeited. The member did not respond. The court enforced the clause as written and ordered performance.
Two features make that outcome ordinary rather than harsh. The clause was mandatory, so nothing was left to negotiate and the terms of performance were already fixed. And the subject was a membership interest in a closely held company, where a damages award would require valuing something with no observable price. A buy-sell agreement that sets the price mechanism, the deadline and the consequence of silence has effectively drafted the decree.
Defenses and limits
Equitable defenses apply with full force. Unclean hands, laches, the plaintiff's own material breach, and hardship out of proportion to the benefit can each defeat the request even where the contract is valid. A court will also refuse an order it cannot supervise, which is why specific performance of a long-term services or employment obligation is rarely available. The decree would require ongoing judicial management of a relationship.
Drafting matters more here than for most remedies. A clause stating that damages are inadequate and specific performance is available does not bind a court, but it removes an argument and evidences the parties' understanding. A clause fixing a formula price cuts the other way, since it undercuts the inadequacy argument, so a party who wants specific performance should think twice before agreeing to one. Where an agreement contains both a liquidated damages provision and a specific performance clause, expect the breaching party to argue the liquidated sum was the agreed exclusive remedy.
Plead in the alternative. A plaintiff who pleads only specific performance and loses on inadequacy has no fallback, and a plaintiff who pleads only damages cannot obtain an order at trial. Plead both, prove readiness and ability, and let the court choose.