Porter v. Williamson;
Williamson v. Porter, [Ms. 1180355; 1180634, June 26, 2020] __ So. 3d __ (Ala. 2020). The Court
(Bryan, J.; Parker, C.J., and Bolin, Wise, Stewart, and Mitchell, JJ.,
concur; Sellers, J., recuses) reverses the Jefferson Circuit Court’s
judgment in favor of Williamson specifically enforcing a shareholder’s
agreement requiring the Porter Defendants to purchase Williamson’s
shares in Porter Bridge Loan Company, Inc. The Court concludes that the
judgment determined share value using an evaluation process inconsistent
with the evaluation process set forth in the agreement. Ms. *27. The Court explains
“[S]pecific performance means ‘performance specifically as
agreed.’” 71 Am. Jur. 2d Specific Performance § 1 (2012).
“The purpose of the remedy is to give the one who seeks it the benefit
of the contract in specie
by compelling the other party to the contract to do what he or she agreed
to do – perform the contract on the precise terms agreed upon by
the parties.”
Id. (Emphasis added.)
“It is also a principle of equity jurisprudence that, before a court
of chancery will specifically enforce a contract, it must be made to clearly
appear to the court that it is thereby
enforcing the contract which the parties made .... The court will not attempt to make a contract for the parties, and
enforce it, even though it be one which the parties might and ought to
have made.”
Gachet v. Morton, 181 Ala. 179, 182, 61 So. 817, 818 (1913) (emphasis added).
Ms. *20.