O. C. Railroad Co. v. A. and G. W. Railroad Co.
| Decision Date | 13 January 1868 |
| Citation | 57 Pa. 65 |
| Parties | The Oil Creek Railroad Company <I>versus</I> The Atlantic and Great Western Railroad Company. |
| Court | Pennsylvania Supreme Court |
Before THOMPSON, C. J., READ, AGNEW and SHARSWOOD, JJ. STRONG, J., at Nisi Prius
Appeal from Nisi Prius. In Equity.
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S. G. Thompson and H. M. Phillips, for appellants.—Time may be of the essence of a contract: McCrellish v. Churchman, 4 Rawle 37; Fisher v. Worrall, 5 W. & S. 485; Dauchy v. Pond, 9 Watts 51; Benedict v. Lynch, 1 Johns. Ch. 370; Taylor v. Longworth, 14 Peters 175.
Equity will not relieve for breach of covenants other than those for the payment of money: Jeremy's Eq. 475; Hill v. Barclay, 18 Ves. 56; Reynolds v. Pitt, 19 Id. 134; Sparks v. The Liverpool Water Co., 13 Id. 428; Donnington v. Jackson, 1 Vern. 448; Waddman v. Calcraft, 10 Ves. 67; The East Lan. Railroad v. Hallersly, 8 Hare, 32 Chan. R. 76; Davis v. Moss, 2 Wright 346; Shaeffer v. Shaeffer, 1 Id. 525; Sharon Iron Co. v. Erie, 5 Id. 341; Patchin v. Lamborn, 7 Casey 314; Reybold v. Vorhees, 6 Id. 120; Miller v. Phillips, 7 Id. 224; Ward v. Wandell, 10 Barr 98.
G. Church, for appellees.—Time will seldom be deemed essential in equity: Bellas v. Hays, 5 S. & R. 427; Decamp v. Feay, Id. 323; Morse v. O'Reiley, 6 Pa. L. J. 501. Contracts against public policy and in conflict with the general interests of society are inoperative: Seidenbender v. Charles, 4 S. & R. 172; Badgley v. Beale, 3 Watts 264; Filson v. Himes, 5 Barr 452; Hatzfield v. Gulden, 7 Watts 152; Jenkins v. Fowler, 12 Harris 308; Clippinger v. Hepbaugh, 5 W. & S. 315; Chitty on Contracts, 653; Story on Contracts, §§ 545, 546; 1 Story's Eq. J., § 294-305.
The omission of plaintiffs to furnish their bonds is a defence for not completing on the day: 2 Parsons on Contracts, 187, 189, 191; Franklin v. Miller, 4 Ad. & Ell. 599; Hunt v. Silk, 5 East 449.
A forfeiture will not be enforced in equity: 2 Story's Eq. J., § 1319; Livingston v. Tompkins, 4 Johns. Ch. R. 431; Benedict v. Lynch, 1 Id. 375.
He referred also to Act of incorporation of plaintiffs, April 2d 1860, §§ 3, 4, Pamph. L. 422, and Supplement, January 29th 1862, Pamph. L. 5.
The opinion of the court was delivered, January 13th 1868, by SHARSWOOD, J.
A bill for the special enforcement of a contract is an appeal to the conscience of the chancellor. He exercises, upon the question presented, a sound discretion, under all the circumstances of the case, for the most part untrammelled by rule or precedent. If the bargain is a hard or unconscionable one, if the terms are unequal, if the party calling for his aid is seeking an undue advantage, he declines to interfere. Therefore it is that although a court of equity will not in general relieve against a forfeiture, unless it be in the case of non-payment of rent, where an exact and just compensation can be made by decreeing to the landlord the arrears of his rent with interest and costs, yet they never lend their assistance in the enforcement of one, but leave the party to his legal remedies. More especially is this the case where the contract has been substantially carried out, but its literal fulfilment has been prevented by uncontrollable circumstances. It is unnecessary to cite authorities in support of these positions. They underlie all the cases which abound on the subject, and have been canonized in the standard elementary works: Jeremy's Eq. 425, 471; Adams' Eq. 77, note; 2 Story's Eq., § 742, 750, 1319, 1323. They commend themselves to every man's common sense of reason and justice, in view of the special objects which courts of equity have been constituted to effectuate. They would otherwise become engines of oppression and injustice.
Perhaps there could be no clearer illustration of the value and importance of these principles than in the circumstances of the case now presented for decision. The defendants, the Atlantic and Great Western Railroad Company, on the 14th January 1864, entered into a contract with the Oil Creek Railroad Company, by which they agreed, at their own expense, to furnish the iron and all other materials, and grade, construct and complete in a good and workmanlike manner, a railroad from Oil City to Franklin, the work to be commenced within thirty days of date, and be completed on or before the 1st day of January 1865. As the consideration for this work, the plaintiffs agreed that when the said road from Oil Creek to Franklin should be so constructed, to lease, and thereby did lease the same to the defendants, for the term of ninety-nine years from the date of the covenant at the nominal rent of $1 per annum, and with certain stipulations as to the tariff of charges for freights and other matters for the advantage of the plaintiffs. The seventh article provides that "a violation of or failure to perform any of the stipulations of this contract to be performed and kept on the part of the party of the second part (the defendants), shall operate as a forfeiture of this lease, and the party of the first part (the plaintiffs), may at once take possession of and use and occupy the road with all its fixtures and appurtenances as fully and completely as though it had been constructed by itself and without any liability over to the party of the second part." It is sometimes a question what is or is...
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Pence v. Tidewater Townsite Corp.
...a forfeiture. A chancellor will not lift his hand to aid a litigant in enforcing a forfeiture. Thus in Oil Creek Railroad Co. v. Atlantic & Great Western Railroad Co., 57 Pa. 65, a bill was filed to enforce the forfeiture of a lease granted by the complainants to the defendants, on the grou......
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