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 PropertiesFort Wayne, LLC; Shafer Pick A Part PropertiesMerrillville, 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 PropertiesWestville, 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,
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 1 of 22
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-metalsalvage business into junk cars and auto parts. To that end, Rochester agreed to
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 2 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 3 of 22
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-metalsalvage 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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 4 of 22
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.
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 6 of 22 [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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 7 of 22
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 of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 8 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 9 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 10 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 11 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 12 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 13 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 14 of 22
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.
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 16 of 22
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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 17 of 22
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 realestate contract nor said that applicable law must fill in all of the details of nonessential 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.
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 18 of 22 [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.
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 19 of 22
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.
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 20 of 22 [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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 21 of 22 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
Court of Appeals of Indiana Opinion 25A-PL-3051 August 18, 2026 Page 22 of 22