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 a requirement that is easy to overlook. 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. The plaintiff must show it could have timely performed its own obligations.
Real property is the classic case, on the theory that each parcel is unique. Specific performance has also been ordered for interests in closely held entities, where no market offers an equivalent stake, though in the case discussed below the agreement itself recited that damages were inadequate.
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 an offeree who failed to respond within thirty days was conclusively deemed to have elected to sell its membership interest. The clause also gave each member the right to compel specific performance and recited that damages were an inadequate remedy. The member did not respond. The court enforced the clause as written and ordered the member to sell.
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. Where an agreement contains both a liquidated damages provision and a specific performance clause, the breaching party may argue the liquidated sum was the agreed exclusive remedy.
Plaintiffs commonly plead specific performance and damages 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.