## Facts

- An estate executor offered for sale a 170-acre farm known as the J. Henry Buhner farm, which included valuable timber.
- Before the executor’s sale, Swain-Roach Lumber Co. and Herman Obering executed a written agreement tied to the upcoming executor’s sale.
- The agreement provided that Swain-Roach would bid at the executor’s sale, acquire the farm, then convey the land to Obering while reserving to itself the right to remove timber for four years.
- The agreement described the property as “tract No. 1 containing 170 acres known as the J. Henry Buhner farm to be offered for sale [on a specified date] by [the named] Executor.”
- The executor’s published notice of sale identified “Tract No. 1” and contained the full legal description of the 170-acre tract.
- Swain-Roach purchased the farm at the executor’s sale and tendered a deed to Obering consistent with the agreement, including the timber reservation.
- Obering refused to accept the deed and declined to perform, asserting the contract was too indefinite and lacked mutuality.

## Issues

1. Whether the contract’s description of the real estate was too indefinite to permit specific performance under the statute of frauds, given the omission of a complete legal description.
2. Whether the agreement was unenforceable for lack of mutuality because Swain-Roach’s duty to convey depended on its acquiring title at the executor’s sale.

## Decision

- The appellate court affirmed the trial court’s decree ordering specific performance for Swain-Roach.
- The court held the property description was sufficiently certain because the contract, read in context, referred to a specific tract and could be connected to the executor’s notice of sale identifying “Tract No. 1” with a full legal description.
- The court rejected the mutuality defense, holding that once Swain-Roach acquired title and tendered the deed, the contract became binding and enforceable against both parties.

## Legal Principles

- A contract for the sale of real estate may use a less formal property description than a deed, so long as the writing provides a basis to identify the land with reasonable certainty.
- A written property description may be made certain by reference to an identified external document (such as a published notice of sale) and surrounding circumstances.
- Parol evidence may be used to connect the contract’s description to a particular parcel when the writing itself contains enough identifying data to permit that linkage.
- For specific performance, mutuality is satisfied if the agreement is mutually enforceable at the time equitable relief is sought; a condition precedent (such as acquisition of title) does not defeat enforcement once fulfilled.

## Conclusion

The court upheld specific performance because the contract adequately identified the land by reference to the executor’s sale notice and because mutual enforceability existed once the lumber company acquired title and tendered the agreed deed reserving timber rights.


Obering v. Swain-Roach Lumber Co., 155 N.E. 712 (Ind. Ct. App. 1927)