White Knight Development, LLC v. Dick B. Simmons, Sr., and Julie M. Simmons

Supreme Court of Texas
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No. 23-0868
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White Knight Development, LLC,
Petitioner,

v.

Dick B. Simmons, Sr., and Julie M. Simmons,
Respondents

═══════════════════════════════════════
On Petition for Review from the
Court of Appeals for the Tenth District of Texas
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Argued March 18, 2025

JUSTICE HUDDLE delivered the opinion of the Court.

It is black-letter law that specific performance is an equitable
alternative to legal damages. That is, a court may fashion a remedy
including one or the other but not both. In this case, one party to a
contract for the sale of real property breached, and the other sought
specific performance and various categories of damages. The question
we must answer is whether the trial court erred by awarding specific
performance and a monetary award it described as “actual
damages/consequential damages” related to the delay in performance.
It did, in part.
We hold that, while an award of specific performance usually
precludes a monetary award, there is a narrow set of circumstances in
which a breach of a contract for the sale of real property may be
remedied by specific performance and a monetary award of reasonable,
foreseeable expenses directly traceable to the delay in performance and,
in cases where the purchaser breaches, incurred in connection with the
seller’s care and custody of the property during such delay. This
monetary award is an equitable one, the purpose of which is to restore
the party seeking specific performance to the position it would have
occupied had the other party’s performance been timely by reimbursing
it for property-related expenses incurred as a direct result of the delay
between the time of the breach and the time of judgment. The court of
appeals erred by deleting the judgment’s monetary award entirely
without distinguishing recoverable expenses from those that were
unrecoverable because they were insufficiently tethered to the subject
property and the delay in performance. Accordingly, we reverse the
court of appeals’ judgment in part and remand the case for that court to
review the monetary award consistent with the principles we announce
today.
I. Background
In 2015, White Knight Development, LLC executed a contract to
purchase land in a Bryan subdivision from Dick and Julie Simmons for
$400,000. The property had been subdivided subject to restrictions,
including set-back requirements, and residents voted to extend the

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restrictions, such that they would be effective until January 1, 2016,
with the potential to extend them further if residents voted accordingly
by January 1, 2018.
White Knight became concerned that the restrictions could
interfere with its plan to develop the property. So the parties agreed to
amend the contract to include a “buy-back” provision, giving White
Knight the option to require the Simmonses to repurchase the property
if residents again voted to extend the restrictions. It provides:
2. “Buy Back” agreement. In return for valuable
consideration, Seller agrees that if any of the Restriction
concerns . . . are reinstated at any time prior to January 1,
2018, Buyer has the option (but not the obligation) to
demand that Seller repurchase the Property. If Buyer
exercises this option, Seller shall be required to repurchase
the Property for the purchase price stated in the Sale
Contract, minus any unpaid balance owed by Buyer under
its promissory note with Seller within a 45 day period after
this “Buy Back” agreement is requested to be executed.
The sale closed in May 2016, with White Knight paying the $400,000
purchase price in exchange for the property deed.
White Knight’s concerns proved well-founded when the residents
voted to extend the restrictions in October 2016. So White Knight
invoked the buy-back provision for which it had bargained, giving the
Simmonses until December 23, 2017, to repurchase the property at the
$400,000 sales price. But the forty-five-day period came and went, and
the Simmonses refused to buy back the land.
White Knight sued for breach of contract and fraudulent
inducement of a real estate contract (and other theories), seeking both
specific performance of the buy-back provision and “damages incurred

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as a result of [the Simmonses’] conduct, including but not limited to, fees
charged by banks or other financial institutions (including extension
fees), taxes, interests, and other costs.” The Simmonses responded that
a condition precedent to the buy-back provision—extension of the
property restrictions—never occurred because those restrictions had
expired. They counterclaimed for a declaration that the restrictions are
invalid.
The case was tried to the bench. White Knight presented
evidence that it suffered financial setbacks it attributed to the
Simmonses’ breach. It originally financed its purchase of the Simmons
property with a loan from MidSouth Bank. After the Simmonses refused
to repurchase, White Knight defaulted on the MidSouth loan and paid a
forbearance fee to avoid foreclosure. It took out a second loan to pay
MidSouth, using the Simmons property and an unrelated property as
collateral. After defaulting on the second loan, White Knight took out a
third loan to refinance the unrelated property and pay off the note on
the Simmons property. White Knight later transferred title in the
unrelated property to the second lender to avoid foreclosure. All
throughout, it paid property taxes and loan interest using a company
credit card. There was testimony that “White Knight’s business
essentially has come to a screeching halt” and the company is no longer
functioning “in any capacity.”
The trial court found the Simmonses breached the contract. In so
doing, it concluded that the Simmonses were precluded from asserting
there were no valid restrictions on the property under the doctrine of
quasi-estoppel. The trial court awarded White Knight specific

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performance of the buy-back provision, ordering the Simmonses to
repurchase the property for $400,000. It also awarded White Knight
$308,136.14 in “[a]dditional actual damages/consequential damages” for
various costs incurred during the three-and-a-half year period from the
date of breach (December 23, 2017) to trial. 1 It itemized the monetary
award in its findings of fact and conclusions of law:
• $103,667.73 for expenses “related to” the Simmons property,
including property taxes, forbearance and refinancing fees,
and interest payments for the MidSouth loan and the two
other loans it acquired to avoid defaulting on the MidSouth
loan;
• $45,619.83 for property taxes owed in 2020 ($4,862.23 for the
Simmons property and the rest for other properties);
• $8,211.57 in penalties related to past due property taxes for
2020 ($875.20 for the Simmons property and the rest for other
properties);
• $59,318.00 in “operating loan interest” for White Knight “to
continue business”;
• $74,802.00 in “loan interest related to another property that
had to be refinanced to avoid foreclosure of” the Simmons
property; and
• $16,518.00 in “credit card interest” for White Knight to
“continue business.”
The trial court found that—due to the Simmonses’ breach—White
Knight had to extend its financing with MidSouth Bank, pay a
forbearance fee to avoid foreclosure, and secure financing from
additional lenders. Finally, it found that White Knight’s “credit was

1 The trial court further awarded White Knight attorney’s fees, costs of

court, and pre- and post-judgment interest.

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damaged” and it “suffered significant additional expenses due to other
projects that were not able to be completed due to continued expenses.”
Both parties appealed. White Knight contended that the trial
court erred by not finding in White Knight’s favor on its fraud claim,
which was not addressed in the trial court’s judgment. The Simmonses
presented several issues, including a challenge to the quasi-estoppel
finding and the awards of both specific performance and damages.
The court of appeals modified the judgment to delete the
$308,136.14 monetary award but otherwise affirmed. 703 S.W.3d 136,
150 (Tex. App.—Waco 2023). The court acknowledged a principle we
embrace today: that monetary compensation may be awarded alongside
an award of specific performance “in narrow circumstances—when it is
deemed necessary to place the parties in the same position as if the
contract had been performed.” Id. at 149 (quoting Davis v. Luby, No. 04-
09-00662-CV, 2010 WL 3160000, at *4 (Tex. App.—San Antonio Aug. 11,
2010, no pet.)). But the court of appeals then went in search of an
express statement by the trial court that the monetary award was
equitable in nature. Finding none, it concluded that White Knight was
not permitted to “receive relief in the form of specific performance of the
contract and then also receive damages for its breach.” Id.; see also id.
(finding noteworthy the absence of any “indication in the findings or
judgment that the amounts the trial court awarded to White Knight
were to adjust the equities so that the parties were put in the position
in which they would have been had the transaction been closed as
contemplated”).

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We granted White Knight’s petition for review. 2
II. Relevant Law
A. Standard of review
We employ dual standards of review in this case. The threshold
question—whether it is permissible to award certain monetary relief
alongside equitable relief in the form of specific performance—is a legal
one we answer de novo. See Credit Suisse AG v. Claymore Holdings,
LLC, 610 S.W.3d 808, 819 (Tex. 2020). By contrast, “the nature and
contours of an equitable award are within trial court discretion.” Id.; see
also Wagner & Brown, Ltd. v. Sheppard, 282 S.W.3d 419, 428–29 (Tex.
2008).
B. Specific performance
“Specific performance is an equitable remedy that may be
awarded for breach of contract” as an alternative to legal damages.
Pathfinder Oil & Gas, Inc. v. Great W. Drilling, Ltd., 574 S.W.3d 882,
887 (Tex. 2019); see also Hays St. Bridge Restoration Grp. v. City of San
Antonio, 570 S.W.3d 697, 707 (Tex. 2019) (“Damages and specific
performance are alternatives to one another.”). Specific performance is
not a separate cause of action but rather a substitute for monetary
damages when such damages would be inadequate. Ifiesimama v. Haile,

2 The Simmonses did not file their own petition for review challenging

the court of appeals’ judgment or, more specifically, its conclusion that the
Simmonses were estopped from arguing that the restrictions are invalid. We
therefore do not address this argument. See TEX. R. APP. P. 53.1 (“A party who
seeks to alter the court of appeals’ judgment must file a petition for review.”);
Exxon Mobil Corp. v. Rincones, 520 S.W.3d 572, 587 (Tex. 2017) (“[A]n issue
raised for the first time in a respondent’s brief on the merits is waived in the
absence of a petition for review.”).

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522 S.W.3d 675, 685 (Tex. App.—Houston [1st Dist.] 2017, pet. denied);
Scott v. Sebree, 986 S.W.2d 364, 368 (Tex. App.—Austin 1999, pet.
denied); see also Sharyland Water Supply Corp. v. City of Alton, 354
S.W.3d 407, 423 (Tex. 2011) (concluding that specific performance was
foreclosed because “an adequate remedy at law exists”).
A party recovering for breach of contract must elect to seek either
legal damages or specific performance. Goldman v. Olmstead, 414
S.W.3d 346, 361 (Tex. App.—Dallas 2013, pet. denied). If the party
seeks legal damages, it “has elected to treat the contract as terminated
by the breach and to seek compensation for that breach.” Id.
Conversely, a party seeking specific performance rather than damages
“affirms the contract and requests the trial court to effectuate the
agreement.” Id. Whether a plaintiff seeks legal damages or specific
performance, the goal is to put the plaintiff back to the position it would
have been in had there been no breach. See MSW Corpus Christi
Landfill, Ltd. v. Gulley-Hurst, L.L.C., 664 S.W.3d 102, 106 (Tex. 2023);
Goldman, 414 S.W.3d at 361–62. Contract law precludes the
nonbreaching party “from recovering damages for breach of contract
that would put [it] in a better position than if the contract had been
performed.” Sky View at Las Palmas, LLC v. Mendez, 555 S.W.3d 101,
113 (Tex. 2018) (quoting Metal Bldg. Components, LP v. Raley, No. 03-
05-00823-CV, 2007 WL 74316, at *19 n.22 (Tex. App.—Austin Jan. 10,
2007, no pet.)).
C. Reimbursement of Expenses Incident to Specific
Performance
Our courts of appeals have consistently held that a court “may
order, in addition to specific performance, payment of expenses incurred

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by plaintiffs as a result of a defendant’s late performance.” Paciwest,
Inc. v. Warner Alan Props., LLC, 266 S.W.3d 559, 575 (Tex. App.—Fort
Worth 2008, pet. denied). 3 This remedy has been permitted only “in
narrow circumstances—when it is deemed necessary to place the parties
in the same position as if the contract had been performed in full.”
Goldman, 414 S.W.3d at 361–62. An award of this nature “is not
considered breach of contract damages, but rather ‘equalizes any losses
occasioned by the delay by offsetting them with money payments.’”
Paciwest, 266 S.W.3d at 575 (quoting Heritage Hous. Corp. v. Ferguson,
674 S.W.2d 363, 366 (Tex. App.—Dallas 1984, writ ref’d n.r.e.)). The
underlying rationale “is that the contract is being enforced
retrospectively and the equities adjusted accordingly.” Goldman, 414
S.W.3d at 362 (quoting Heritage Hous., 674 S.W.2d at 365). In other
words, a monetary award may be appropriate when specific performance
alone does not restore the nonbreaching party to the position it would

3 See also TLC Hosp., LLC v. Pillar Income Asset Mgmt., Inc., 570
S.W.3d 749, 771 (Tex. App.—Tyler 2018, pet. denied) (holding the trial court
could properly award “‘delay damages’ for lost profits, the difference in interest
rates, and attorney’s fees” in addition to specific performance); Scott Pelley P.C.
v. Wynne, No. 05-15-01560-CV, 2017 WL 3699823, at *14, *17 (Tex. App.—
Dallas Aug. 28, 2017, pet. denied) (affirming an award of monetary
compensation in addition to specific performance); Byram v. Scott, No. 03-07-
00741-CV, 2009 WL 1896076, at *4–5 (Tex. App.—Austin July 1, 2009, pet.
denied) (noting trial courts have broad discretion to balance the equities by
awarding monetary compensation in addition to specific performance);
Heritage Hous. Corp. v. Ferguson, 674 S.W.2d 363, 366 (Tex. App.—Dallas
1984, writ ref’d n.r.e.) (affirming an award of compensation for the delay in
performance in addition to specific performance); Claflin v. Hillock Homes,
Inc., 645 S.W.2d 629, 635–36 (Tex. App.—Austin 1983, writ ref’d n.r.e.)
(affirming an award of specific performance alongside costs incurred due to the
defendant’s delay); Foust v. Hanson, 612 S.W.2d 251, 253–54 (Tex. App.—
Beaumont 1981, no writ) (same).

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have occupied if the contract had been performed at the time it was to be
performed:
A decree for specific performance seldom brings about
performance within the time that the contract requires. In
this respect, such a decree is nearly always a decree for less
than exact and complete performance. For the partial
breach involved in the delay or in other existing
non-performance, money damages will be awarded along
with the decree for specific performance.
12 CORBIN ON CONTRACTS § 63.23 (rev. ed. 2012) (emphasis added).
When the trial court awards this remedy due to the breaching party’s
delay, the award “enforce[s] the equities of the parties in such a manner
as to put them as nearly as possible in the position they would have
occupied had the conveyance been made when required by the contract.”
Heritage Hous., 674 S.W.2d at 366. 4
III. Analysis
We agree with our courts of appeals that an equitable award of
property-related expenses incurred due to the breaching party’s delay in

4 The Restatement is in accord. See RESTATEMENT (SECOND) OF
CONTRACTS § 358 cmt. c (AM. L. INST. 1981) (“In addition to any equitable relief
granted, a court may also award damages or other relief. Since an order seldom
results in performance within the time the contract requires, damages for the
delay will usually be appropriate.”); see also 71 AM. JUR. 2D Specific
Performance § 231 (2023) (“The defendant who performs the defendant’s
contractual obligation only after a court has ordered the defendant to do so has
not timely complied with the contract, and if a delay in performance causes
injury to the plaintiff, it is proper to award damages as compensation for injury
resulting from the defendant’s late performance.”); 25 WILLISTON ON
CONTRACTS § 67:32 (4th ed. 2002) (“[A] court sitting in equity may award
monetary compensation in addition to specific performance where necessary to
effectuate full and complete relief, to place the injured party in the position it
would have occupied had there been no breach of contract.”).

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performing is recoverable alongside specific performance in limited
circumstances. 5 In announcing this rule, we do not alter the
centuries-old principle that specific performance is an alternative to
legal damages. See Hays St. Bridge Restoration Grp., 570 S.W.3d at 707.
Nor will this rule allow a plaintiff to circumvent the one satisfaction
rule. See Mendez, 555 S.W.3d at 106–07 (“Under the one satisfaction
rule, a plaintiff is entitled to only one recovery for any damages
suffered.” (quoting Crown Life Ins. Co. v. Casteel, 22 S.W.3d 378, 390
(Tex. 2000))). This is so because the expenses recoverable are not
coextensive with damages available at law for breach of contract.
Rather, the equitable monetary award is more limited in nature. See
Goldman, 414 S.W.3d at 361–62 (observing equitable award is available
only “in narrow circumstances”). In this case, White Knight may recover
only those expenses that are directly traceable to the delay, foreseeable,
commercially reasonable, and incurred in connection with its care and
custody of the Simmons property.
Here, the trial court ordered the Simmonses to specifically
perform the buy-back obligation and repurchase the property. But this

5 In doing so, we join several other jurisdictions recognizing a remedy of

this nature. See, e.g., Guard v. P & R Enters., Inc., 631 P.2d 1068, 1070 (Alaska
1981); Ellis v. Mihelis, 384 P.2d 7, 15 (Cal. 1963); Golden v. Frazier, 261 S.E.2d
703, 706 (Ga. 1979); Perroncello v. Donahue, 859 N.E.2d 827, 832 (Mass. 2007);
Fred O. Watson Co. v. U.S. Life Ins. Co., 258 N.W.2d 776, 778–79 (Minn. 1977);
Derr Plantation, Inc. v. Swarek, 14 So. 3d 711, 718 (Miss. 2009); Hughes v.
Melby, 362 P.2d 1014, 1016–17 (Mont. 1961); O’Connor v. Kearny Junction,
L.L.C., 893 N.W.2d 684, 690–91 (Neb. 2017); Matrix Props. Corp. v. TAG Invs.,
644 N.W.2d 601, 609–10 (N.D. 2002); Sandusky Props. v. Aveni, 473 N.E.2d
798, 800–01 (Ohio 1984); Parlette v. Freeman, 543 P.2d 675, 677 (Or. 1975);
Greensleeves, Inc. v. Smiley, 942 A.2d 284, 292–93 (R.I. 2007); Eliason v. Watts,
615 P.2d 427, 430–31 (Utah 1980); Chomicky v. Buttolph, 513 A.2d 1174, 1177
(Vt. 1986).

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specific performance was insufficient to put White Knight in the position
it would have occupied if the buy-back obligation had been performed as
agreed. See 12 CORBIN ON CONTRACTS § 63.23 (“A decree for specific
performance . . . is nearly always a decree for less than exact and
complete performance.”). A monetary award is a necessary supplement
to remedy the breach by returning the parties to the positions they
would have occupied had the contract been performed when
performance was due. This award thus “relate[s] the performance back
to the contract date [and] equalizes any losses occasioned by the delay
by offsetting them with money payments.” Heritage Hous., 674 S.W.2d
at 366. It allows the contract to be enforced retrospectively, and the
compensation is “incident to [the] decree for specific performance and
does not amount to legal damages for breach of contract.” Goldman, 414
S.W.3d at 362.
Because the award of specific performance does not render an
equitable monetary award categorically impermissible, we conclude the
court of appeals erred by reversing the entire award based solely on the
trial court’s label of “actual damages/consequential damages” without
substantive analysis of its components. See Byram v. Scott, No. 03-07-
00741-CV, 2009 WL 1896076, at *4 (Tex. App.—Austin July 1, 2009, pet.
denied) (examining the “economic substance” and “economic effect” of a
monetary award to characterize it as an equitable delay cost, even
though the parties characterized it as “lost rentals”). The trial court’s
findings of fact and conclusions of law support a conclusion that a
portion of the award was intended to account for the delay in

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performance and to adjust the equities accordingly rather than to award
legal damages precluded by the equitable award of specific performance.
Having determined that an equitable monetary award of some
amount was both permissible and supported by the trial court’s findings,
we address the proper scope of such an award. One basic principle
cabining an award of equitable expenses is that the expense must result
from and be directly traceable to the breach and resulting delay. See
Stuart v. Bayless, 964 S.W.2d 920, 921 (Tex. 1998) (noting damages
must be “directly traceable to the wrongful act and result from it”);
Arthur Andersen & Co. v. Perry Equip. Corp., 945 S.W.2d 812, 816 (Tex.
1997) (same). This principle necessarily precludes recovery of any
expense the nonbreaching party would have incurred even if
performance had been timely. See USX Corp. v. Union Pac. Res. Co.,
753 S.W.2d 845, 856 (Tex. App.—Fort Worth 1988, no writ) (rejecting
recovery of an expense that “would have been incurred by [the plaintiff]
regardless of [the defendant’s] breach”). Applying this principle here,
any expenses White Knight incurred before performance was due (and
therefore before the breach), such as property tax and interest incurred
before the Simmonses’ deadline to repurchase the property, are not
caused by the breach and therefore unrecoverable. See Heritage Hous.,
674 S.W.2d at 366 (reversing the portion of an award incident to specific
performance for costs incurred before the breach).
Next, the expenses must have been reasonably foreseeable at the
time of contracting—i.e., “in the contemplation of both parties at the
time they made the contract.” Basic Cap. Mgmt., Inc. v. Dynex Com.,
Inc., 348 S.W.3d 894, 901–02 (Tex. 2011) (quoting Hadley v. Baxendale,

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9 Exch. 341, 354, 156 Eng. Rep. 145, 151 (1854)). The foreseeability
inquiry tests whether the breaching party would have foreseen the type
or category of expense the nonbreaching party would incur, not
necessarily its amount. See Am. Akaushi Ass’n v. Twinwood Cattle Co.,
___ S.W.3d ___, 2025 WL 450750, at *35 (Tex. App.—Houston [14th
Dist.] Feb. 11, 2025, no pet. h.) (“Uncertainty as to the amount of legal
damages is permissible, while uncertainty as to the fact of legal damages
is fatal to recovery.” (emphases added)). Here, the Simmonses
reasonably could foresee that White Knight would be responsible for
paying property taxes on the Simmons property after the time for
performance given the Simmonses’ refusal to repurchase, even if the
applicable tax rate and total amount owed were not known. But other
expenses included in the monetary award—e.g., interest paid on loans
to continue business operations and property tax paid on properties
other than the one that was the subject of the repurchase agreement—
were far more attenuated, unforeseeable, and thus unrecoverable.
When line-drawing regarding foreseeability proves difficult,
helpful guidance may be gleaned from the Uniform Commercial Code’s
definition of “incidental damages” that a seller (who, like White Knight
here, must hold property for longer than anticipated by the contract)
may recover upon the buyer’s breach. Under the UCC, a seller’s
incidental damages include commercially reasonable expenses incurred
in the care and custody of goods after the buyer’s breach. TEX.
BUS. & COM. CODE § 2.710; see USX, 753 S.W.2d at 855 (observing that
Section 2.710 “was intended to cover only those expenses contracted by
the seller after the breach and occasioned by such things as the seller’s

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need to care for, and, if necessary, dispose of, the goods in a commercially
reasonable manner”). Though parts of this definition, which
contemplates transactions involving goods, would not apply to a sale of
real property, some of its considerations are appropriate in fashioning
an award of compensation incident to specific performance. Indeed, our
courts of appeals have long employed the same concepts in shaping the
contours of monetary awards. See Supply Pro, Inc. v. Ecosorb Int’l, Inc.,
No. 01-15-00621-CV, 2016 WL 4543136, at *9 (Tex. App.—Houston [1st
Dist.] Aug. 30, 2016, pet. denied) (“[T]he phrase ‘commercially
reasonable and necessary charges’ can be commonly understood to refer
to charges that are fair, proper, or moderate in the context of an
exchange of goods and services and are essential, indispensable, or
requisite.” (cleaned up)); Smallwood v. First State Bank of Ovalo, 211
S.W. 474, 475–76 (Tex. App.—El Paso 1919, no writ) (explaining that,
after buyers of cattle wrongfully repudiated and left cattle in the seller’s
possession, any necessary and reasonable costs incurred by the seller in
feeding, watering, and caring for the cattle are recoverable). 6
Besides the UCC’s definition of “incidental damages,” cases from
our courts of appeals awarding expenses incident to specific
performance yield helpful insights for evaluating foreseeability. For
example, in Claflin v. Hillock Homes, Inc., the court of appeals affirmed

6 See also Schiavi Mobile Homes, Inc. v. Gironda, 463 A.2d 722, 727 (Me.

1983) (“[W]e cannot read the phrase ‘commercially reasonable charges,
expenses or commissions’ as including wholly hypothetical charges that a seller
would assert as arising out of the use of his own funds to pay off a loan.”); TEX.
BUS. & COM. CODE § 9.627(b) (outlining factors to consider when determining
whether a disposition of collateral is “made in a commercially reasonable
manner”).

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an award of specific performance to the home builder along with “the
carrying charges—the interest paid by [the builder] on its interim
building financing between the date of the breach and the [lawsuit]—on
the original building construction loan” after the defendant refused to
purchase a home it contracted to buy. 645 S.W.2d 629, 635 (Tex. App.—
Austin 1983, writ ref’d n.r.e.). The builder had planned on paying off
the loan with the proceeds of the sale, id. at 632, and “presented
evidence that it was virtually impossible to rent the home because there
was no rental market for the residence,” id. at 636.
In Byram, after the seller wrongfully refused to convey real
property, the purchaser, a lessee in possession of the property, obtained
both specific performance and reimbursement for the rent he paid to use
the property during the delay period. 2009 WL 1896076, at *1. The
rental payments—which the plaintiff incurred due to the defendant’s
failure to convey the property—were recoverable (similar to a seller’s
“care and custody” expenses) because the plaintiff was required to pay
rent to avoid eviction. See id. at *4–5.
Conversely, the court of appeals in Shafer v. Gulliver reversed an
award reimbursing the purchasers for lost interest on their earnest
money payments, closing fees, and closing payments. No. 14-09-00646-
CV, 2010 WL 4545164, at *9–10 (Tex. App.—Houston [14th Dist.]
Nov. 12, 2010, no pet.). The court reversed because the compensation
recovered—“[l]ost interest from what [the purchasers] should have
earned on their money”—“does not fall within those categories of
damages a party may recover in addition to specific performance.” Id.
at 10.

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* * *
We conclude a trial court does not abuse its discretion by
awarding an equitable monetary award (regardless of its label)
alongside a decree of specific performance for breach of a contract for the
sale of real estate so long as the monetary award is necessary to place
the parties in the same position as if the contract had been performed in
full and on time. Each category of expenses awarded must be (1) directly
traceable to the defendant’s delay in performance, (2) foreseeable at the
time of contracting, and (3) commercially reasonable. When, as here,
the nonbreaching seller is in possession of the land during the delay, any
expense awarded must also be incurred in connection with the care and
custody of the particular property in dispute.
We reserve for another day the question of this rule’s precise
application and potential refinement of its requirements in cases
involving different facts. When those cases do arise, we trust our trial
courts and courts of appeals to faithfully apply the equitable principles
announced today in fashioning and reviewing such a remedy.
IV. Conclusion
The court of appeals erred by reversing the monetary award
without addressing whether any portion of it was warranted.
Accordingly, we reverse the court of appeals’ judgment in part and
remand the case to that court to review the award under the principles
we announce today.

Rebeca A. Huddle
Justice

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OPINION DELIVERED: June 13, 2025

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