Texas Business Court Addresses Property Descriptions In Real Estate Contracts

On July 22, 2026, the Texas Business Court issued a ruling in Village Crossing, LLC v. West Creek Investments, LLC, addressing foundational principles of real estate contract law. Written by Judge Brian Stagner, the opinion offers lessons for businesses engaged in commercial real estate transactions — particularly regarding property descriptions, the statute of frauds, and the limits of survey provisions. The court granted the seller’s traditional motion for summary judgment in its entirety, declaring the purchase and sale agreement unenforceable and dismissing the buyer’s counterclaims for breach of contract and specific performance with prejudice.

The Facts: A Failed Commercial Land Sale

Village Crossing agreed to sell, and West Creek agreed to buy, approximately 11.56 acres of commercial property in Fort Bend County, Texas, at $11.75 per square foot. The transaction combined 10.46 acres of interior property with 1.1 acres of higher-value highway frontage along U.S. Highway 59 — two components carrying vastly different market values. By packaging the premium frontage together with the more modest interior acreage, the parties arrived at a single blended rate of $11.75 per square foot applicable to the entire 11.56-acre purchase.

The agreement’s property description contained several inconsistencies. The exhibit attached to the agreement labeled the frontage component as “+/- 1.1 AC,” while the boundary lines drawn on that same exhibit outlined a larger 2.0644-acre tract — nearly twice the size referenced in the label. No line identified which 1.1 acres within that larger tract were intended to be conveyed. The agreement also omitted any description of the northern boundary of the interior acreage. The agreement itself acknowledged these shortcomings, stating that its property description “may be legally insufficient” and providing that a future survey commissioned by the buyer would serve as the final legal description of the property.

When West Creek delivered its surveys, they depicted 13.5691 acres — more than two acres beyond what was agreed — extending into adjoining property Village Crossing never intended to sell. When Village Crossing objected, West Creek took the position that whatever its surveyor drew was, by definition, “the Land.” After West Creek refused to cure following a notice of default, Village Crossing terminated the agreement on Oct. 7, 2025. Litigation followed.

The Court’s Ruling

One Contract, One Property

The court first addressed West Creek’s argument: that even if the interior acreage description failed, the frontage portion could be “severed” and enforced separately at the blended $11.75 rate.

The court rejected this argument. Every operative provision of the agreement reflected a single, unified transaction: one defined “Land,” one survey, one price, one earnest money deposit, one deed, and one closing. The parties never assigned independent prices to the frontage and interior components, and nothing in the agreement contemplated two separate conveyances. Enforcing the frontage alone at the blended rate would have delivered premium highway property worth approximately $2.338 million for roughly $1.057 million — a difference not contemplated by the original bargain.

Indefiniteness

The court held the agreement unenforceable for indefiniteness. Because the agreement omitted the northern boundary of the interior acreage and incorporated no existing writing that supplied it, neither a surveyor nor the court could determine where “the Land” ended and Village Crossing’s retained property began. The court also rejected West Creek’s argument that Section 5.2 authorized its surveyor to draw the missing boundary — that provision required the surveyor to measure an already-defined property, not to select its boundaries.

Statute of Frauds

The court independently held the agreement void under the Texas statute of frauds. A real estate contract must identify the property with reasonable certainty from the writings themselves — or by reference to an existing writing. A promise that a future survey will supply the legal description does not satisfy this requirement. As the court stated: “The statute of frauds does not permit a legal description to be supplied after the fact.”

Material Breach

Alternatively, even if the agreement were enforceable, the court found West Creek materially breached it by delivering surveys exceeding the agreed acreage by more than 17% and refusing to cure after notice. West Creek’s survey obligation was to measure “the Land” — not to unilaterally expand it. By redelivering the same nonconforming surveys during the cure period, West Creek abandoned any right to compel performance.

Key Takeaways for Businesses

This decision offers several lessons for parties entering commercial real estate transactions:

• Property descriptions matter. Courts will not enforce a real estate contract if the property cannot be identified with reasonable certainty from the contract itself.
• Future surveys cannot cure inadequate descriptions. The statute of frauds requires the writing itself to supply the descriptive data. Deferring the legal description to a future survey is legally insufficient.
• Surveys measure; they do not define. A survey clause authorizing computation of square footage does not grant the buyer the right to select what property is being purchased.

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