FILED
Aug 18 2026, 9:01 am
CLERK
Indiana Supreme Court
Court of Appeals
and Tax Court
IN THE
Court of Appeals of Indiana Paul Shafer; Paul’s Auto Yard, Inc.; Hunt’s Maintenance, Inc.; P & J Part Sales, Inc.; Shafer Pick A Part Properties-
Fort Wayne, LLC; Shafer Pick A Part Properties-
Merrillville, LLC; Shafer Pick A Part Properties-Terre Haute, LLC; Shafer Properties-Demotte, LLC; Shafer Properties-Elkhart, LLC; Shafer Properties-Gary, LLC;
Shafer Properties-Hunts, LLC; Shafer Properties-Lake Station, LLC; Shafer Properties-M & E, LLC; Shafer Properties-Oasis, LLC; Shafer Properties-Ridge Road, LLC;
Shafer Properties-South Bend, LLC; Shafer Properties- Westville, LLC; Shafer Red Arrow Properties, LLC; and Shafer Residential Properties, LLC, Appellants/Plaintiffs/Counterclaim Defendants
v.
Jason W. Grube, Grube Industries LLC, Rochester Iron & Metal Incorporated, Rochester Auto LLC, PS Properties-Elkhart 1 LLC, PS Properties-Elkhart 2 LLC, PS Properties-Fort Wayne LLC, PS Properties-Gary LLC, PS Properties-Knox LLC, PS Properties-Lake Station LLC, PS Properties-Merrillville LLC,
PS Properties-South Bend LLC, PS Properties-Terre Haute LLC, PS Properties-Westville LLC, Appellees/Defendants/Counterclaim Plaintiffs
August 18, 2026
Court of Appeals Case No.
25A-PL-3051
Appeal from the La Porte Circuit Court The Honorable Julianne K. Havens, Judge Trial Court Cause No.
46C01-2409-PL-2416
Opinion by Judge Bradford Chief Judge Tavitas and Judge Felix concur.
Bradford, Judge.
Case Summary [1] In January of 2023, Paul Shafer (collectively, with all other Appellants,
“Shafer”) owned Paul’s Auto Yard, Inc.; Hunt’s Maintenance, Inc.; and P & J Part Sales, Inc.; and several other companies (collectively, “the Business”) involved in the salvage and recycling of automobiles. Several other companies (also owned by Shafer) owned the eleven parcels of real estate (“the Real Estate”) on which the Business operated. Jason Grube owned Rochester Iron & Metal Incorporated (“RIM”) (collectively, with all other Appellees, “Rochester”) and was looking to expand his existing industrial scrap-metal- salvage business into junk cars and auto parts. To that end, Rochester agreed to purchase the Business for $26,000,000.00, and the parties executed a purchase agreement (“the Purchase Agreement”). The transfer of the Business was to take place at two closings, the first for the non-real-estate assets of the Business, and the second for the Real Estate. Rochester agreed to pay Shafer $5,000,000.00 at the initial closing and deliver a promissory note for $20,000,000.00 (“the Form Note”) at the second closing. The initial closing took place on January 15, 2023, with the original date for the second closing set for April 1, 2023. The parties also executed a lease for the Real Estate (“the Lease”), allowing Rochester to run the Business until the second closing during its due-diligence period.
[2] In May of 2023, the parties extended the deadline for the second closing until July 31, 2023. Before the second closing could occur, however, Rochester identified several title and survey deficiencies with various parcels of the Real Estate. The parties unsuccessfully attempted to resolve the issues, and, in September of 2024, Shafer filed suit against Rochester, alleging, inter alia, breach of the Purchase Agreement and the Lease and seeking eviction. Rochester counterclaimed, alleging, inter alia, various torts and breach of the Purchase Agreement, the Lease, and a consulting agreement and seeking specific performance. In May of 2025, Rochester moved for partial summary judgment on the questions of specific performance by Shafer and whether it owed Shafer $20,000,000.00 unconditionally pursuant to the Form Note. In November of 2025, the trial court denied Shafer’s motion for immediate possession and eviction and entered partial summary judgment in favor of
Rochester, granting its request for specific performance and ordering Shafer to proceed to the second closing within ninety days. Shafer contends that the trial court erred in concluding that Rochester had not breached the Purchase Agreement or the Lease and in ordering specific performance. Because we disagree, we affirm.
Facts and Procedural History [3] In early 2023, Shafer owned the Business, which operated scrap-metal-salvage
yards, junk-car removal, metal recycling, dumpster rental, and sales of used auto parts, tires, and batteries. Rochester operated an industrial scrap-metal- salvage business and, for the purpose of expanding its business in junk cars and auto parts, it agreed to purchase the Business and the Real Estate from Shafer for the aggregate price of $26,000,000.00.
[4] On January 15, 2023, Rochester paid $5,000,000.00 to Shafer at the initial closing, and the Purchase Agreement was executed. The Purchase Agreement identified the assets to be transferred, namely equipment, inventory, records, permits, goodwill, other intangibles, and material contracts of the Business (“the Business Assets”) and the Real Estate. The Business Assets were to be transferred at an initial closing, and the Real Estate was to be transferred at a second closing. The second closing was initially scheduled to occur on April 1, 2023, and, on that day, Rochester was to begin making monthly payments of $400,000.00 for sixty months, which included interest at 7.42%, an obligation that was to be secured with the Form Note and mortgages to be delivered on the day of the second closing. The same day as the execution of the Purchase
Agreement, Grube executed the Form Note for $20,000,000.00 in favor of Paul’s Auto Yard, Inc., “pursuant to the Purchase Agreement” and “FOR VALUE RECEIVED[.]” Appellants’ App. Vol. II p. 98. Rochester was to pay the final $1,000,000.00 of the purchase price to Shafer over five years for consultation services.
[5] The parties agreed that
[t]he Assets shall be sold and conveyed by Seller to Buyer […] free and clear of any and all liens, leases, mortgages, pledges, security interests, conditional sales agreements, charges, claims, options, and other encumbrances of any kind or nature whatsoever […]
except for the Mortgages and Permitted Exceptions (as defined herein).
Appellants’ App. Vol. II p. 216. The parties also agreed that Rochester “shall
not take any action that would tend to diminish the value of the Assets after Closing or that would interfere with the Assets after Closing” and that it would take additional actions or deliver documents after the closing “to consummate more effectively” the sale of the Assets. Appellants’ App. Vol. II p. 221. The parties agreed that “[t]he rights and remedies of each Party shall be cumulative and not exclusive of any rights or remedies provided by law or in equity available to it, including, without limitation, the equitable remedy of specific performance.” Appellants’ App. Vol. II p. 228 (emphasis added).1
1 In an amendment to Purchase Agreement effective January 15, 2023, Shafer agreed that eleven different limited liability companies (Appellees with “PS Properties” in the company name) would be substituted for Grube Industries as “Real Estate Buyer.” Grube Industries is the sole member of each PS Properties company.
Court of Appeals of Indiana | Opinion 25A-PL-3051 | August 18, 2026 Page 5 of 22
[6] In order to allow Rochester to operate the Business until the second closing, the parties executed the Lease. The Lease payments, in the amount of $60,000.00 per month, would “be credited toward the Promissory Note portion of the Purchase Price pursuant to the Purchase Agreement.” Appellants’ App. Vol. III p. 11. The Lease provided that it would automatically be extended in the event that the parties agreed to extend Rochester’s due-diligence period.
[7] On May 30, 2023, in a second amendment to the Purchase Agreement, the parties extended the deadline for the second closing until July 31, 2023. Shafer agreed that Rochester’s due-diligence period would be extended until any title or survey objection made by Rochester concerning a particular property had either been cured by Shafer or waived in writing by Rochester.
[8] As it happened, Rochester ultimately and timely objected to several material title and survey deficiencies in various properties. The survey for the Westville location showed that Shafer did not own all of the real estate used in its operations and that Shafer’s CAT scales had been trespassing on a third party’s property. The survey for the Gary location revealed encroachments by Shafer onto property owned by a third party. A residence subject to a lease existed on the DeMotte location, which Shafer had failed to disclose as a material contract. The title commitment and survey for the South Bend location showed significant issues with the legal description, including which parcels were to be conveyed by Shafer to Rochester and other encroachment issues. Despite repeated requests and demands by Rochester, these and other title and survey defects were not cured by Shafer.
[9] Rochester also provided Shafer with documents intended to expedite the second closing, including signed lien waivers in December of 2023; draft corporate warranty deeds on December 29, 2023; draft Mortgages on January 9, 2024; an updated title commitments on January 16, 2024; and a draft third amendment to the Purchase Agreement and draft amended promissory note on January 23, 2024. Meanwhile, since the initial closing in January of 2023, Rochester has operated the Business at the Real Estate pursuant to the Lease. Rochester has paid all the rent due and owing.
[10] On September 17, 2024, Shafer filed suit against Rochester, alleging breach of the Purchase Agreement and the Lease and seeking eviction, a declaration that Shafer still owned the business, and the appointment of a receiver. On October 11, 2024, Rochester counterclaimed, alleging breach of the Purchase Agreement, the Lease, and the consulting agreement; tortious interference with contract; civil and criminal trespass; civil and criminal computer trespass; civil and criminal conversion; and frivolous litigation and seeking damages and specific performance.
[11] On April 10, 2025, Shafer moved for immediate possession and eviction of Rochester from the Real Estate. On May 23, 2025, Rochester moved for partial summary judgment on the questions of specific performance by Shafer and whether it owed Shafer $20,000,000.00 unconditionally. On July 15, 2025, in its brief opposing Rochester’s motion for partial summary judgment, Shafer indicated its belief that it would be impossible to cure the remaining title defects. On August 22, 2025, Rochester waived its right to extend the second closing until the title defects could be cured. On November 2, 2025, the trial court denied Shafer’s motion for immediate possession and eviction and entered partial summary judgment in favor of Rochester, granting its request for specific performance and ordering Shafer to proceed to the second closing within ninety days.
Discussion and Decision [12] Shafer appeals from the trial court’s grant of partial summary judgment in favor
of Rochester. When reviewing the grant or denial of a summary judgment motion, we apply the same standard as the trial court. Merchs. Nat’l Bank v. Simrell’s Sports Bar & Grill, Inc., 741 N.E.2d 383, 386 (Ind. Ct. App. 2000). “Summary judgment is appropriate only where the evidence shows there is no genuine issue of material fact and the moving party is entitled to a judgment as a matter of law.” Id. (citing Ind. Trial Rule 56(C)). To prevail on a motion for summary judgment, a party must demonstrate that the undisputed material facts negate at least one element of the other party’s claim. Id. “Once the moving party has met this burden with a prima facie showing, the burden shifts to the nonmoving party to establish that a genuine issue does in fact exist.” Id. The party appealing the summary judgment bears the burden of persuading us that the trial court erred. Id.
[13] Shafer argues that the trial court erred in failing to conclude that Rochester has breached the Purchase Agreement (thereby rendering specific performance inappropriate) by failing to make payments on the Form Note, which Shafer contends became effective on April 1, 2023. Shafer also argues that the trial court erred in concluding that Rochester had substantially performed its contractual obligations, which would also render specific performance inappropriate. Finally, Shafer argues that unresolved issues exist regarding the security of its collateral for the promissory note that render specific performance inappropriate.
I. Rochester did not Breach the Purchase Agreement [14] Shafer argues that Rochester breached the Purchase Agreement first by failing
to make payments on the Form Note, which it argues became enforceable on April 1, 2023, the date identified in the Purchase Agreement as the planned date of the second closing. The issue of whether the Form Note became enforceable on April 1, 2023, is a matter of contract interpretation. “The construction of the terms of a written contract is a pure question of law so our standard of review is de novo.” S.C. Nestel, Inc. v. Future Constr., Inc., 836 N.E.2d 445, 449 (Ind. Ct. App. 2005). “When interpreting a contract, our paramount goal is to ascertain and effectuate the intent of the parties[,]” Village Commons, LLC v. Marion Cnty. Prosecutor’s Office, 882 N.E.2d 210, 215 (Ind. Ct. App. 2008), trans. denied, and we accomplish this by “determin[ing] and giv[ing] effect to the parties’ intent through the language they use to express their rights and duties under the contract.” Gold v. Cedarview Mgmt. Corp., 950 N.E.2d 739, 742–43 (Ind. Ct. App. 2011).
Where terms of a contract are clear and unambiguous, we will apply the plain and ordinary meaning of the terms and enforce the contract according to its terms. Claire’s Boutiques, Inc. v. Brownsburg Station Partners LLC, 997 N.E.2d 1093, 1098 (Ind. Ct. App. 2013).
If necessary, the text of a disputed provision may be understood by
referring to other provisions within the four corners of the document. Id. The four corners rule states that where the language of a contract is unambiguous, the parties’ intent is to be determined by reviewing the language contained within the “four corners” of the contract, and “parol or extrinsic evidence is inadmissible to expand, vary, or explain the instrument unless there has been a showing of fraud, mistake, ambiguity, illegality, duress or undue influence.” Adams v. Reinaker, 808 N.E.2d 192, 196 (Ind. Ct. App. 2004). Extrinsic evidence cannot be used to create an ambiguity. Id.
John M. Abbott, LLC v. Lake City Bank, 14 N.E.3d 53, 56 (Ind. Ct. App. 2014).
“[A]n ambiguity exists where the provision [in question] is susceptible to more than one reasonable interpretation.” Colonial Penn Ins. Co. v. Guzorek, 690 N.E.2d 664, 667 (Ind. 1997). Finally, Indiana law is clear that “[i]n the absence of anything to indicate a contrary intention, writings executed at the same time and relating to the same transaction will be construed together in determining the contract.” HLH Consulting LLC v. Burd Auto., Inc., 146 N.E.3d 1051, 1057 (Ind. Ct. App. 2020) (quotation omitted).
[15] The Purchase Agreement and the Form Note will be construed together. See id. The two instruments were executed the same day, and the Form Note was attached as Schedule 2.01(iii)(a) to the Purchase Agreement and specifically refers to and incorporates it. Grube Industries and RIM explicitly executed the Form Note subject to and “pursuant to the terms of the Purchase Agreement by and between” Grube Industries, RIM, and Shafer. Appellants’ App. Vol. II p. 99. The Form Note includes a term—“Real Estate Closing Date”—that is only defined in the Purchase Agreement. Appellants’ App. Vol. II p. 98. The Form Note refers to Schedule 1.01(a) and (b) from the Purchase Agreement. Because both documents were executed at the same time and related to the same transaction, they must be construed together. Bird v. Valley Acre Farms, Inc., 177 N.E.3d 459, 470–71 (Ind. Ct. App. 2021); HLH Consulting, 146 N.E.3d at 1057.
[16] We conclude that the Purchase Agreement, read together with the Form Note, establishes that Rochester’s obligation to pay Shafer $20,000,000.00 was conditioned on Shafer’s conveyance of the Real Estate, which has not yet taken place. Section 2.01(iii) of the Purchase Agreement provides that the Form Note is to be delivered to Shafer at the second closing:
On the Real Estate Closing Date (as defined herein), for the Real Estate, the Real Estate Buyer shall pay the Seller Twenty Million and No/100 Dollars ($20,000,000.00), which shall be paid over a term of sixty (60) months, payable in equal monthly installments of Four Hundred Thousand and No/100 Dollars ($400,000.00), which amount includes the Real Estate Buyer’s payment to the Seller interest at the fixed rate of 7.42% on any unpaid balance from the Real Estate Closing Date of April 1, 2023 to the date of final payment for the Real Estate. This payment obligation shall be secured by a promissory note (the “Promissory Note”) and mortgages (“Mortgages”) on the real properties set forth in Schedule 1.01(a) to be delivered by Real Estate Buyer to Seller at the Real Estate Closing (as defined herein)[.] The Promissory Note may be prepaid, in whole or in part, at any time, with no pre-payment penalty.
Appellants’ App. Vol. II p. 56 (italics added).
[17] Moreover, the Form Note provides that Grube Industries and RIM promised to pay $20,000,000.00 to Paul’s Auto Yard, Inc. “pursuant to” the Purchase Agreement and “FOR VALUE RECEIVED[.]” Appellants’ App. Vol. II p. 98. If we were to accept Shafer’s argument that the Form Note became enforceable without transfer of the Real Estate, these provisions would be rendered meaningless, as Rochester would have received no value in return for its promise to pay. “A court should construe the language of a contract so as not to render any words, phrases, or terms ineffective or meaningless.” State Farm Mut. Auto. Ins. Co. v. D’Angelo, 875 N.E.2d 789, 796 (Ind. Ct. App. 2007), trans. denied. “Generally, the courts should presume that all provisions included in a contract are there for a purpose[.]” Indpls.-Marion Cnty. Pub. Lib. v. Shook, LLC, 835 N.E.2d 533, 541 (Ind. Ct. App. 2005).
[18] Shafer next argues that the trial court’s use of the Form Note to interpret the terms of the Purchase Agreement was equivalent to it considering parol evidence, which would open the door to other parol evidence, fatally undercutting the trial court’s rulings on contract issues. This is not correct. First, terms from incorporated or contemporaneous documents executed by the same parties, on the same day, and relating to the same transaction together are not extrinsic evidence. Instead, they “constitute a single agreement.” HLH Consulting, 146 N.E.3d at 1058.
[19] Moreover, even assuming, arguendo, that the Form Note is ambiguous, consideration of parol evidence is inappropriate because any such ambiguity was the result of conflicting language in the Form Note and the Purchase Agreement. We have held that when ambiguity arises because of conflicting provisions within a contract and not extrinsic facts, “its construction is purely a question of law to be determined by the trial court.” Franciscan All. Inc. v. Metzman, 192 N.E.3d 957, 964 (Ind. Ct. App. 2022), trans. denied; see also
Trustcorp Mortg. Co. v. Metro Mortg. Co., Inc., 867 N.E.2d 203, 212 (Ind. Ct. App. 2007) (“When […] the language of a contract is ambiguous, its meaning must be determined by examining extrinsic evidence and its construction is a matter for the fact-finder. If, however, the ambiguity arises because of the language used in the contract and not because of extrinsic facts, its construction is purely a question of law to be determined by the trial court.”) (citations omitted).
[20] So, to the extent that the Purchase Agreement and related documents might be ambiguous, the trial court correctly determined that the unenforceability of the Form Note is a question of law, not fact, to be determined without resort to extrinsic evidence. The trial court also correctly determined, as a matter of law, that Rochester’s obligations pursuant to the Form Note are not triggered until after Shafer transfers title to the Real Estate.
II. The Trial Court did not Abuse Its Discretion in Ordering Specific Performance
[21] Shafer also appeals from the trial court’s entry of partial summary judgment in
favor of Rochester on the question of specific performance, arguing specifically that it erred in finding that Rochester had substantially performed its contractual duties. “Specific performance is an equitable remedy which the trial court may grant in its discretion.” Salin Bank & Tr. Co. v. Peden Tr., 715 N.E.2d 1003, 1007 (Ind. Ct. App. 1999), trans. denied. “The grant of specific performance directs the performance of a contract according to the precise terms agreed upon, or substantially in accordance therewith.” Id. (quotation marks and citation omitted). The contract must be “capable of being specifically enforced and of such nature the court can decree its complete performance against both parties without adding to its terms.” Becker v. MacDonald, 488 N.E.2d 729, 734 (Ind. Ct. App. 1986), trans. denied. “[O]nly essential terms need be included in order to render a contract enforceable.” Wolvos v. Meyer, 668 N.E.2d 671, 676 (Ind. 1996). For a contract relating to the sale of real estate, it “need only be reasonably definite and binding as to its material terms.” Humphries v. Ables, 789 N.E.2d 1025, 1034 (Ind. Ct. App. 2003).
[22] “A party seeking specific performance of a real estate contract must prove that the contract obligations of that party have been substantially performed or that an offer to do so has been made.” Id. at 1034–35 (citation omitted). A party need not fully and completely perform before the court can grant specific performance. Stainbrook v. Low, 842 N.E.2d 386, 396 (Ind. Ct. App. 2006), trans. denied. Substantial performance or an offer to substantially perform is sufficient. Id. Indiana courts order “[s]pecific performance [as] a matter of course when it involves contracts to purchase real estate.” Id. at 394. “Courts readily order specific performance with regard to real estate purchases because each piece of real estate is considered unique, without an identical counterpart anywhere else in the world.” Pinkowski v. Calumet Twp. of Lake Cnty., 852 N.E.2d 971, 981–82 (Ind. Ct. App. 2006), trans. denied.
[23] We think it worth noting that the Purchase Agreement includes a provision expressly allowing a party to pursue specific performance, which “indicates that the parties agreed that specific performance was an acceptable and valid remedy.” Humphries, 789 N.E.2d at 1035–36. “[T]he law generally allows competent persons the utmost liberty of contracting, and their contracts, when entered into freely and voluntarily, are enforced by the courts.” New Life Cmty. Church of God v. Adomantis, 672 N.E.2d 433, 438 (Ind. Ct. App. 1996) (quotation marks and citation omitted).
[24] Shafer has not convinced us that the trial court abused its discretion in concluding that the designated evidence establishes that Rochester has substantially performed its contractual duties. The Indiana Supreme Court has identified the essential terms of a real-estate contract as “including the parties, the subject real estate, the purchase price, and the time frame in which closing is to be completed.” Wolvos, 668 N.E.2d at 677. The Purchase Agreement contains all of those essential terms2 and is therefore adequate to allow for the order of specific performance. The only question, then, is whether the record supports a conclusion that Rochester has substantially performed its contractual duties. We conclude that it does.
[25] As of August 22, 2025, the undisputed designated evidence indicates that Rochester had paid all amounts due pursuant to the Purchase Agreement, including the initial $5,000,000.00 cash payment, $1,920,000.00 in rent, and $499,981.98 for Shafer’s consultation. Additionally, Rochester has paid Shafer an additional $2,450,000.00 toward the Real Estate and has made
2 While it is true that the originally-contemplated date for the second closing has come and gone, this would be true in any case where specific performance is sought.
Court of Appeals of Indiana | Opinion 25A-PL-3051 | August 18, 2026 Page 15 of 22 $1,333,678.00 in improvements. Altogether, Rochester has made contractual payments of $9,959,981.98.
[26] Moreover, the designated evidence indicates that Rochester has consistently acted to complete the purchase of the Real Estate. In the second amendment to the Purchase Agreement, Shafer agreed that the date for the second closing would be extended until Shafer had cured Rochester’s title and survey objections, which never occurred. During the period after the second amendment and prior to suit being filed, Rochester repeatedly demanded that Shafer close on the real-estate transaction and provided Shafer with the necessary documents, including draft deeds, draft mortgages, and updated title commitments. Finally, when Shafer indicated that it would not be possible to cure the remaining title defects, Rochester waived its right to extend the second closing until they could be cured. This undisputed designated evidence is more than sufficient to establish that Rochester substantially performed and/or offered to do so, rendering specific performance appropriate.
[27] Shafer also argues that the trial court’s order of specific performance runs afoul of the Indiana Supreme Court’s decision in Risk v. Thomson, 237 Ind. 642, 147 N.E. 540 (1958), in which an order of specific performance was reversed. Risk, however, is easily distinguished. At the very least, specific performance was found to be improper in that case because, at some point after the parties had entered into their purported contract, they had agreed to the appointment of a receiver for the real estate in question, which the receiver had then sold to a third party, thereby rendering specific performance impossible. Risk, 237 Ind.
at 649–50, 147 N.E.2d at 544–45. Shafer seems to argue that the need for the receiver to monitor monthly mortgage payments was the true obstacle to specific performance in Risk, but, even if that were the case, there is no need for any supervision here because that obligation in the Purchase Agreement will effectively be superseded by the Form Note, and Shafer does not explain why that would require court supervision. Shafer’s reliance on Risk is unavailing.
[28] Finally, Shafer contends that the parties’ failure to agree on the form mortgages required by the Purchase Agreement precludes specific performance. Without the form mortgage included, Shafer argues, the Purchase Agreement is incomplete, uncertain, and unenforceable. We disagree. As mentioned, the Indiana Supreme Court has identified the essential terms of a real-estate contract as “including the parties, the subject real estate, the purchase price, and the time frame in which closing is to be completed.” Wolvos, 668 N.E.2d at 677. The specific form of the mortgage is not on this list and was therefore a non-essential term to be finalized and executed at the second closing, which has not yet occurred.
[29] The argument the Wolvos Court rejected is similar to Shafer’s. In Wolvos, the parties had entered into an option contract that identified the parties, the subject real estate, the purchase price, and the time frame in which closing was to be completed. Id. The option contract did require the parties to subsequently enter into a formal purchase agreement but was silent on matters such as “the amount of earnest money; conditions precedent to the buyer’s and seller’s obligations to close; the type of financing; who would pay for the title insurance, surveys, inspections, real-estate taxes, and environmental remediation work in the event such cost exceeded $10,000; the nature and scope of warranties; the type of deed; the date of possession; and remedies for default.” Id. at 676. The seller argued that specific performance was inappropriate because a court would need to fill those gaps left open by the parties. Id.
[30] The Wolvos Court affirmed the trial court’s order granting the buyer’s motion for summary judgment on specific performance and ordering the parties to enter into a formal purchase agreement and close on the transaction. Id. at 676–78. The Wolvos court agreed that all essential terms were contained in the option contract. Id. at 676. For any missing non-essential terms, the court in part relied on applicable law. Id. at 676–78.
[31] Things such as the specific terms of the mortgages are, we think, akin to the non-essential terms items in Wolvos, which were to be worked out later with the assistance of applicable law in some particulars. Rochester contends that Indiana Code chapter 32-29 (“Mortgage of Real Estate”) will fill in all of the details regarding the form of the mortgages, while Shafer disagrees. We need not address this particular question, however, because the Indiana Supreme Court has neither identified “form of mortgage” as an essential term of a real- estate contract nor said that applicable law must fill in all of the details of non- essential terms. Because the form of the mortgages is a non-essential term, the details of which may be worked out later in part through application of applicable law, the order of specific performance was not precluded in this case.
[32] This conclusion is consistent with holdings that a contractual requirement for further action does not preclude specific performance. In UFG v. Southwest Corp., we reversed the trial court’s denial of specific performance where the parties had executed an “acceptance letter” that provided: “Upon acceptance, we will formalize the option and purchase contracts.” 784 N.E.2d 536, 544 (Ind. Ct. App. 2003), trans. denied. In UFG, we concluded that, “as a matter of law, the mere reference to the making of a future formalized document does not necessarily void an otherwise unambiguous existing agreement as a whole.” Id. In the more recent case of Devlin v. Gorter, we affirmed an order for specific performance that required a party to seek approval from a government agency before the parties would close on a stock transaction. 257 N.E.3d 807, 822–23 (Ind. Ct. App. 2025), trans. denied. The trial court did not abuse its discretion in ordering Shafer to complete the sale of the Real Estate.
III. Shafer’s Argument Regarding the Maintenance of Collateral is Unripe for Adjudication [33] Shafer also contends that Rochester has failed to properly maintain collateral
(consisting of equipment valuing at least $5,000,000.00 and 8000 cars in inventory) because RIM transferred the relevant equipment and inventory to Rochester Auto, which assets, as Shafer points out, have been put up as security for a bank loan. The Form Note requires the
Maker [] to maintain the equipment being acquired by the Maker as set forth in Schedule 1.01(b) to the Purchase Agreement on the Holder’s eleven (11) locations set forth in Schedule 1.01(a) to the Purchase Agreement, with the value of the equipment totaling at least Five Million Dollars for the duration of the term of this Note.
Appellants’ App. Vol. II pp. 98–99. Shafer contends that this situation creates a genuine issue of material fact regarding whether the collateral provisions of the Form Note have been irredeemably breached. Rochester correctly points out that this is not actually a factual dispute but, rather, is a dispute regarding the legal effect of RIM’s assignment of the collateral to Rochester Auto, a legal dispute appropriate for resolution on summary judgment.
[34] That said, this argument assumes the merit of Shafer’s contention that the Form Note became effective on April 1, 2023, a contention we have already rejected. Until the second closing occurs, the Form Note is not enforceable, rendering any claim of deficient performance unripe for adjudication.
“Ripeness relates to the degree to which the defined issues in a case are based on actual facts rather than on abstract possibilities, and are capable of being adjudicated on an adequately developed record.” Indiana Dep’t of Envtl. Mgmt. v. Chem. Waste Mgmt., Inc., 643 N.E.2d 331, 336 (Ind. 1994).
Black’s Law Dictionary defines ripeness as the “circumstance existing when a case has reached, but has not passed, the point when the facts have developed sufficiently to permit an intelligent and useful decision to be made.” Black’s Law Dictionary 1328 (7th ed. 1999). […] When deciding a ripeness issue, the Court must consider: “(1) the fitness of the issues for judicial decision;
and (2) the hardship to the parties of withholding court consideration.” Id. at 48 (internal quotation and citation omitted).
Thomas ex rel. Thomas v. Murphy, 918 N.E.2d 656, 663 (Ind. Ct. App. 2009).
Because the Form Note is not yet enforceable, any claims of breach are necessarily based on abstract possibilities and not on actual facts.
[35] Because we affirm the trial court’s order to proceed to the second closing, however, we choose to briefly address the merits of this claim in the interest of avoiding potential future litigation. Shafer contends that Rochester has failed to maintain the agreed-upon $5,000,000.00 in equipment and 8000 vehicles of inventory. Maintain may be defined as “to keep in a state of repair, efficiency, or validity[.]” WEBSTER’S THIRD NEW INTERNATIONAL DICTIONARY 1362 (Phillip Babcock Gove et al. eds., G. & C. Merriam Company 1964). There is no dispute that Rochester has kept the agreed-upon $5,000,000.00 of equipment and 8000 vehicles in inventory in a state of repair, efficiency, or validity.
[36] Shafer contends only that encumbering the equipment and inventory at issue is somehow a violation of Rochester’s duty to maintain. A duty to maintain, however, does not include a duty not to encumber, which has nothing to do with preserving the condition of the property. Shafer suggests that it has been left unsecure, but it is, essentially, asking for us to create a security interest in equipment and inventory for which it did not negotiate. We conclude that Rochester’s maintenance of $5,000,000.00 of equipment and 8000 vehicles in inventory will be sufficient to satisfy the Form Note’s duty to maintain when it becomes enforceable.
[37] We affirm the judgment of the trial court.
Tavitas, C.J., and Felix, J., concur.
ATTORNEYS FOR APPELLANTS
David A. Buls Scott J. Fandre David M. Johnson Krieg DeVault LLP Crown Point, Indiana
ATTORNEYS FOR APPELLEES Christopher J. Braun Jonathan P. Emenhiser Joanne R. Sommers Mary Claire Tuohy Plews Shadley Racher & Braun, LLP Indianapolis, Indiana