## Facts

- In December 1993, Mary Prange leased riverfront property on the Illinois River in Calhoun County to Grantz’s Marine Service, Inc. for 25 years for fleeting barges.
- The lease described the location as on the “right descending bank” of the Illinois River “just below Hardin, IL. (approximately mile 20)” and referred to “approximately five hundred (500) feet of river frontage.”
- The lease contained an option/right-of-first-refusal clause: if the Pranges wished to sell “all or any portion of the river frontage below Hardin, IL.” after receiving a bona fide offer, they were to notify the lessee in writing; the lessee then had 15 days to purchase “at the price, terms, and conditions” offered by the proposed purchaser.
- Grantz’s Marine assigned the lease to Westpoint Marine, Inc. in February 1996.
- In September 1999, Prange received a third-party offer and provided notice to Westpoint consistent with the right-of-first-refusal clause.
- Westpoint responded by electing to purchase, describing the property generally as “the Mary Jo Prange Property, just south of Hardin, Illinois,” and stating the price would be negotiated in good faith.
- Later in September 1999, Prange entered into a purchase contract with the third party (Pool 24 Tug Service, Inc.) involving her farm, including riverfront property.
- Westpoint filed suit seeking specific performance against Prange and Pool 24.
- At trial, evidence showed Prange owned about 1,000 feet of river frontage, while the lease referenced “approximately” 500 feet.
- Westpoint’s president testified that the footprint of the leased area fluctuated over time, sometimes exceeding 500 feet, and that when Westpoint attempted to exercise the purchase right, it was unclear whether it sought to buy the entire Prange riverfront/farm property or only the leased frontage.
- The evidence also showed there was no settled agreement on the inland boundary (how far the lease rights extended from the riverbank).
- After a bench trial, the circuit court denied specific performance, finding that neither the lease nor Westpoint’s written election identified the property to be conveyed with sufficient certainty. Westpoint appealed.

## Issues

1. Whether the trial court’s refusal to grant specific performance was against the manifest weight of the evidence where the lease’s option/right-of-first-refusal provision and Westpoint’s election did not sufficiently identify the property to be purchased.

## Decision

- The appellate court affirmed the judgment denying specific performance.
- The court held the record supported the trial court’s finding that the property subject to the option/right of first refusal was not described with reasonable certainty.
- The court relied on evidence that the lease used only approximate measurements and location references, Westpoint’s use of the frontage varied, Westpoint was uncertain what it was buying when it elected to purchase, and the parties never agreed on how far inland the rights extended.
- Because specific performance requires clear and convincing proof of a definite agreement, the denial of equitable relief was not error.

## Legal Principles

- Specific performance is an equitable remedy granted in the trial court’s discretion; it requires clear, explicit, and convincing proof of an enforceable agreement.
- A real-estate contract (including an option or right of first refusal) cannot be specifically enforced unless it contains essential terms, including a property description definite enough for the court to identify what must be conveyed.
- A property description is sufficient only if it would allow a surveyor, with the aid of proper extrinsic evidence, to locate the property; extrinsic evidence may clarify ambiguity but cannot supply a missing essential term.
- Approximate references to frontage and location, without fixed boundaries or a legal description—especially where the owner holds a larger frontage and the lessee’s used area shifts—may be too indefinite to support specific performance.
- On appeal from a bench trial, factual findings supporting denial of specific performance will not be disturbed unless they are against the manifest weight of the evidence.

## Conclusion

The appellate court affirmed denial of specific performance because the lease’s option/right-of-first-refusal clause did not identify the riverfront property to be purchased with reasonable certainty, and the evidence showed shifting use, uncertain scope, and no agreed inland boundary, leaving the court unable to determine the specific land to be conveyed.


Westpoint Marine, Inc. v. Prange, 812 N.E.2d 1016 (2004)