Jones v. Newhall

Decision Date20 June 1874
Citation115 Mass. 244
PartiesLeonard S. Jones v. Benjamin B. Newhall
CourtUnited States State Supreme Judicial Court of Massachusetts Supreme Court

[Syllabus Material]

Suffolk. Bill in equity to enforce specific performance of the following agreement signed and sealed by the parties thereto:

"This indenture, made this fourth day of December, A. D. 1872, by and between Leonard S. Jones, of Cambridge in the Commonwealth of Massachusetts, and Benjamin B. Newhall, of Boston in said Commonwealth, witnesseth,

"That said Jones agrees to sell, and said Newhall to purchase first, all the right, title, share and interest of the said Jones to and in any and all property belonging to the Worthington Land Associates, together with one promissory note for ten thousand dollars, dated April 18, 1872 belonging to said Jones, and being one of five of even amount and date given by Samuel A. Wheelock and secured by mortgage on land conveyed by said associates to R. A. Ballou and others; second, all the right, title, share and interest of said Jones to and in any and all property belonging to the Dorchester Land Association, the share of said Jones consisting of fourteen shares of the stock of said Dorchester Land Association, together with two mortgage notes of $ 3467.95 and $ 4743.36, respectively, given by Samuel A. Wheelock to said Benjamin B. Newhall.

"For which said property, said Newhall agrees to pay to said Jones the amount of all moneys invested by said Jones in said associations, interest on the same at seven per cent. per annum from the time of investment to the date hereof, and the additional sum of five thousand dollars as bonus. Said investments, interest, and bonus, amounting in all to thirty-four thousand one hundred and ninety-six 33/100 dollars, payable as follows; viz., ten per cent. of said sum, viz., 3419 63/100 dollars in cash, on the delivery of this agreement, and the balance in nine monthly payments, the first five of such payments to be 3755 34/100 dollars each, and to be made one in each of the first months of the year A. D. 1873, and the remaining four of said nine payments to be of 3000 dollars each, and to be made one in each of the months of June, July, August, and September of said year 1873, with interest on said payments at the rate of seven per cent. per annum. It is agreed, nevertheless, that if said Newhall shall elect to anticipate any of said payments, said Jones shall receive the same when offered.

"And it is further agreed, that of said first payment of ten per cent. of said whole amount, two thousand dollars shall be applied to the payment of the property second above described, and 1419 63/100 dollars shall be applied to the payment of said property first above described; that the five of said monthly payments next ensuing shall be applied to the payment of said property first above described, and, together with said 1419 63/100 dollars, shall be deemed full payment therefor; and when made, said Jones agrees to transfer, convey, and deliver to said Newhall or his heirs or assigns, all the property first above described, and execute and deliver to him or them all instruments of conveyance necessary or proper for the conveyance of said property; that after said transfer or delivery, the property second above described shall be transferred, conveyed, and delivered to said Newhall or his heirs or assigns, in amounts of one thousand dollars or multiples thereof, as payments of like amounts shall then be made by said Newhall; an amount of said property equal to said 2000 dollars of said first payment of ten per cent. being retained by said Jones until the final transfer; and that all proper instruments of conveyance of the same shall be executed and delivered as is above provided in the case of the property first described.

"All increase arising in the mean time from the sale of either of said properties above described or otherwise, whether in cash mortgages, notes, or other securities, shall be held in trust by said Jones for said Newhall, and delivered, transferred, and conveyed to said Newhall, his heirs or assigns, at the times above provided for the final transfer of either of said properties respectively. And it is further agreed, that said Newhall shall hold said Jones harmless from all taxes or assessments of whatever kind or by whomsoever levied or assessed upon said property above described, whether now existing or hereafter created.

"Said Newhall is hereby empowered to appear at all meetings of the associations above named, vote, and otherwise take part in the transaction of business at said meetings, in the place and stead of said Jones, as fully as said Jones could do: and is hereby nominated and appointed the attorney of said Jones to that extent."

The bill alleged the execution of the above agreement, the transfer of the plaintiff's interest in the Worthington Land Association, and payment therefor; that there remained due to the plaintiff from the defendant four of the monthly payments of three thousand dollars each mentioned in the agreement, with interest at seven per cent., together with the assessments that may be made on the Dorchester Land Association.

The bill also alleged readiness on the part of the plaintiff to perform his part of the contract and tender of performance, and refusal on the part of the defendant.

To this bill the defendant demurred on the ground that the plaintiff had a plain, adequate, and complete remedy at law. The demurrer was overruled, and the defendant appealed.

The case was then heard before Ames, J., who reported it to the full court in substance as follows: The defendant executed the contract set up in the bill. The interest of the plaintiff in the Worthington Land Association has been conveyed to the defendant and paid for by him. In regard to the Dorchester Land Association, one instalment of $ 3000 became due to the plaintiff under the contract, which the defendant refused to pay on demand, and also refused to pay an assessment then due or about to become due.

The plaintiff was permitted to testify, against the defendant's objection and exception, that his purpose in making said contract with the defendant was to effect a sale of his interest in the Dorchester Association property, and that the $ 5000 bonus or profit was entirely on account of the Worthington property.

It appeared also that the defendant had made payments on the Dorchester Land Association property, amounting to the sum of $ 4800, before the above mentioned instalment had become due.

It further appeared that the legal title to the land belonging to said association was in trustees, and that the plaintiff's interest therein was the right to receive a certain portion of the net proceeds of the sale of said land.

Upon these facts, the defendant insisted that the plaintiff was not entitled to relief in equity, on the ground that he had a full, adequate and complete remedy at common law.

The judge decided that the plaintiff was entitled to a decree according to the terms of his bill, and that a decree should be entered accordingly. From this decision the defendant appealed; and the case is accordingly reported for the consideration of the full court, on said demurrer, and all the above questions of law and fact.

Demurrer sustained, and the Bill dismissed.

R. D. Smith & A. E. Jones, for the plaintiff.

A. C. Clark, for the defendant.

Wells, J. Ames & Devens, JJ., absent.

OPINION
Wells

Jurisdiction in equity is conferred upon this court by the Gen. Sts. c. 113, § 2, to hear and determine "suits for the specific performance of written contracts by and against either party to the contract, and his heirs, devisees, executors, administrators and assigns." The power extends alike to written contracts of all descriptions; but its exercise is restricted by the proviso, "when the parties have not a plain, adequate and complete remedy at the common law." This proviso has always been so construed and applied as to make it a test, in each particular case, by which to determine whether jurisdiction in equity shall be entertained. If the only relief to which the plaintiff would be entitled in equity is the same in measure and kind as that which he might obtain in a suit at law, he can have no standing upon the equity side of the court; unless his remedy at law is doubtful, circuitous, or complicated by multiplicity of parties having different interests. Charles River Bridge v. Warren Bridge, 6 Pick. 376, 396. Sears v. Boston, 16 Pick. 357. Wilson v. Leishman, 12 Met. 316, 321. Hilliard v. Allen, 4 Cush. 532, 535. Pratt v. Pond, 5 Allen 59. Glass v. Hulbert, 102 Mass. 24, 27. Ward v. Peck, 114 Mass.

In contracts for the sale of personal property jurisdiction in equity is rarely entertained, although the only remedy at law may be the recovery of damages, the measure of which is the difference between the market value of the property at the time of the breach, and the price as fixed by the contract. The reason is, that, in regard to most articles of personal property, the commodity and its market value are supposed to be substantially equivalent, each to the other, so that they may be readily interchanged. The seller may convert his rejected goods into money; the purchaser, with his money, may obtain similar goods; each presumably at the market price; and the difference between that and the contract price, recoverable at law, will be full indemnity. Jones v. Boston Mill Corporation, 4 Pick. 507, 511. Adderley v. Dixon, 1 Sim. & Stu. 607. Harnett v. Yeilding, 2 Sch. & Lef. 548, 553. Adams Eq. 83. Fry Spec. Perf. §§ 12, 29.

It is otherwise with fixed property like real estate. Compensation in damages, measured by the difference in price as ascertained by the market value, and by the contract, has never been...

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