## Facts

- Michael E. McAndrew contracted to buy a parcel of land in Dearborn County, Indiana from Clyde Perfect and Ella Mae Perfect.
- McAndrew’s written offer described the property as “Anderson Rd., 81.1 acres owned by Perfects,” reflecting the acreage stated in the Perfects’ deed.
- The parties confirmed the parcel’s location and boundaries by touring the land, but they did not negotiate acreage as a deal term and did not discuss a per-acre price.
- The Perfects counteroffered, and the parties agreed on a lump-sum purchase price of $252,500.
- The contract included a survey contingency, with survey costs to be split between buyer and sellers.
- The contract also contained a financing provision requiring McAndrew to apply for financing within 10 days and providing that if written notice of a loan commitment being obtained, denied, or waived was not given by May 20, 1999, the Perfects “may, by written notice” terminate the contract.
- A pre-closing survey completed June 24, 1999 showed the parcel contained 96.2815 acres, not 81.1 acres.
- After learning of the additional acreage, the Perfects demanded a higher purchase price; McAndrew refused.
- The Perfects attempted to terminate the contract (including by an August 4, 1999 letter asserting noncompliance with the financing-notice provision).
- McAndrew sued for specific performance. After a bench trial with findings and conclusions, the trial court ordered specific performance, and the Perfects appealed.

## Issues

1. Whether the trial court clearly erred by finding that the parties intended an in-gross sale (a sale of the tract for a lump sum) rather than a sale by the acre.
2. Whether the trial court clearly erred by finding that the parties’ mutual mistake about acreage did not justify invalidating the contract.
3. Whether the trial court’s judgment improperly added a provision to the parties’ contract rather than interpreting and enforcing it.

## Decision

- The Indiana Court of Appeals affirmed the judgment ordering specific performance.
- The court upheld the trial court’s finding that the transaction was a sale in gross: the parties negotiated a single purchase price for the identified tract, and the stated acreage functioned as part of the description rather than a price term.
- The court held that although both sides were mistaken about the number of acres, the mistake did not go to the core of the bargain because the parties agreed to buy and sell the same physical tract whose boundaries they had identified.
- The court rejected the argument that the trial court added a new term to the agreement; it treated the acreage reference as descriptive and enforced the contract for the tract the parties intended to transfer.
- With a valid and enforceable land-sale contract, specific performance was an appropriate remedy.

## Legal Principles

- A land sale is “in gross” when the parties bargain for a particular tract for a lump-sum price, rather than for a stated number of acres at a per-acre rate; in such sales, acreage language may be descriptive.
- A mutual mistake supports equitable relief only when the mistake concerns a basic assumption that is material to the exchange; a shared mistake about acreage does not warrant rescission when the tract itself (not exact quantity) was the subject of the deal.
- Courts enforce unambiguous contracts as written; when a description is reasonably read as descriptive rather than a quantity guarantee, enforcing the parties’ agreement is interpretation, not rewriting.
- Specific performance is commonly available for real-estate contracts because land is treated as unique and damages may be inadequate.

## Conclusion

The Court of Appeals affirmed specific performance because the evidence supported that the parties agreed to a lump-sum, in-gross sale of a particular tract along Anderson Road, and the parties’ shared mistake about the tract’s acreage (81.1 versus 96.2815) did not change what land they agreed to convey or justify setting the contract aside.


Perfect v. McAndrew, 798 N.E.2d 470 (2003)