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).