This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
In order to be the basis of a decree of specific performance in equity, the contract must be so certain that the chancellor's decree can specify exactly what must be done in order to comply therewith.1 A lack of certainty as to the length, of time that the contract is to remain in force,2 or as to the method of securing obligations for deferred payments,3 prevents specific performance. On the other hand, if a transfer of title is provided for, equity will give relief, although it. may not be certain from the terms of the contract whether such title is to be transferred by deed or devise.4
It has been said that a contract may be sufficiently definite to support an action at law and yet be too indefinite to be the basis of a suit in equity for specific performance.5 A contract between a shipper and a railway company, to induce such railway company to construct a railway, by which the shipper agrees to furnish to the railway company two-thirds of its tonnage, and which contains no provision for the time for furnishing the freight or as to the charges to be made, and which contains a provision for paying six thousand dollars a year as liquidated damages, is so indefinite that specific performance can not be given, although it is said that such contract is sufficient at law.6 A promise by A to B, whom A wishes to act as his agent in purchasing a mine, "if you get us the mine, we will whack with you," is so indefinite that even if B secures the mine, specific performance will not lie to compel A to pay to B a fair share of the profits of the mine or a just proportion of the capital stock in the mining company.7
1 Alabama. Rushton v. McKee, - Ala. - , 77 So. 343.
California. Magee v. Magee, 174 Cal. 276, 162 Ac., 1023; Klein v. Markarian, 175 Cal. 37, 165 Ac. 3.
Georgia. Barnes v. Cowan, 147 Ga. 478, 94 S. E. 564.
Illinois. Zakrzewski v. Fisher, 278 111. 557, 116 N. E. 117.
Iowa. Origer v. Kuyper, - la. - , 168 N. W. 119.
Maryland. Boggs v. Dundalk Realty Co., 132 Md. 476, 104 Atl. 45.
Missouri. Henry v. Adkins (Mo.), 194 S. W. 264.
Virginia. Hoster's Committee v. Zoll-man 122 Va. 41, 94 S. E. 164.
2 Henry v. Adkins (Mo.), 194 S. W. 264.
3 Klein v. Markarian, 175 Cal. 37, 165 Ac. 3.
4 Williams v. Williams, 128 Ark. 1, 193 S. W. 82.
5 Olympia Bottling Works v. Olympia Brewing Co., 56 Or. 87, 107 Ac. 969; Lone Star Salt Co. v. Texas Short Line Ry. Co., 99 Tex. 434, 3 L. R. A. (N.S.) 828, 90 S. W. 863; Venahle v. Stamper, 102 Va. 30, 45 S. E. 738.
6 Lone Star Salt Co. v. Texas Short Line Railway Co., 99 Tex. 434, 3 L. R. A. (N.S.) 828, 90 S. W. 863.
7 Schook v. Zimmerman, 188 Mich. 617, 155 N. W. 526.