## Facts

- Horsley, an educated businessman, entered into a contract to purchase all the oils, gases, and minerals in Woollums’s land for $0.40 per acre.
- Woollums was elderly, uneducated, and had very little business sense.
- Evidence at trial valued the land at about $15 per acre, highlighting a large disparity between the contract price and the land’s value.
- Horsley did not pay Woollums the purchase price at the time of the dispute, asserting that the price depended on the number of acres and that Woollums did not know the tract’s acreage.
- According to Horsley, Woollums refused to have the land surveyed, which prevented the acreage-based price from being calculated and paid.
- Horsley sued for specific performance of the mineral-rights contract.
- The trial court ruled in Horsley’s favor and ordered specific performance.
- Woollums appealed.

## Issues

1. Should a court of equity compel specific performance of an acreage-priced mineral-rights contract when the bargain appears grossly one-sided, given the large inadequacy of price and the seller’s age, lack of education, and limited business capacity?

## Decision

- The Kentucky Court of Appeals reversed the trial court’s decree granting specific performance.
- The case was remanded with directions consistent with denying specific performance.

## Legal Principles

- Specific performance is an equitable remedy granted in the court’s discretion, not a matter of right.
- Equity will refuse to specifically enforce a contract unless the agreement is fair, just, and reasonable under the circumstances.
- A grossly inadequate price, especially when combined with a marked imbalance in the parties’ knowledge and bargaining ability, can justify denying specific performance even if some contractual obligations are otherwise enforceable.
- In deciding whether to compel performance, courts consider whether enforcing the bargain would produce an oppressive or unconscientious result.

## Conclusion

The court declined to order specific performance because the mineral-rights contract—priced at forty cents per acre against proof of substantially higher value—was sought to be enforced by an educated businessman against an elderly, uneducated landowner with little business capacity, making it inequitable for a court of equity to compel performance.


Woollums v. Horsley, 20 S.W 781 (1892)