M. M. v. Western Md. Ry. Co.

• Decision Date: 20 May 1919
• Citation: 84 W.Va. 271
• Court: West Virginia Supreme Court
• Parties: M. M. & D. D. Brown, Partners v. Western MarylandRailway Co.

84 W.Va. 271

M. M. & D. D. Brown, Partners

v. Western MarylandRailway Co.

Supreme Court of Appeals of West Virginia.

Submitted May 6, 1919.

Decided May 20, 1919.

1. Specific Performance Contract by Railroads Public Duties.

A railroad contract stands upon no higher or different plane than the contract of any other corporation or individual, and the same principles apply to and govern all of them alike, except, however, that equity may decline to exert its coercive power to compel specific performance of such a contract if to do so will adversely affect the performance by the railroad company of its full public duties. (p. 275).

2. Same Contracts Breach Legal Remedies Damages.

The normal end or termination of every contract is performance in accordance with the terms of the agreement, and such a consummation should be the presumptive one, resort to the legal remedy being had only when the circumstances are such that it is more equitable to compel the obligee to accept damages in lieu of what he contracted for than to compel specific performance of its terms. (p. 275).

3. Same Railroad Contract Public Duties.

Where a railroad company, for a valuable consideration, enters into an oral agreement, complete in its terms, to construct and maintain a yard switch track of a specified length, and to permit the other contracting party to store lumber on its property,.and the latter relying upon the promise of the company forbears to remove his plant to another locality, as had been his intention, and incurs great expense in improving his property for use in connection with the advantages of the switch, and otherwise performs his part of the agreement, and with the knowledge and consent of the company stores his lumber on its property, and the breach of the promise results in an injury that cannot be compensated adequately in damages, equity may enforce performance of the agreement to construct the spur track, and restrain interference with Tflaintiff's storage privileges on its property, so long as such decree does not seriously affect performance by the railroad of its full public duties. (277).

4. Contracts Obligation Consideration Nature.

The extent of the duty created by a contract is not determined by the kind of consideration on which it is based. It is sufficient if the consideration is such as the law deems valuable without regard to its nature or character. (p. 278).

5. Frauds, Statute of Injunction Part Performance Railroad's Contract for Storage.

Where a railroad company, as part of the consideration for an oral contract, agrees to permit another to store his lumber on its property, and the latter exercises that right with the knowledge and consent of the company, and otherwise fully performs his part of the agreement, such part performance removes the bar of the statute of frauds, and equity will restrain interference with the right of storage, subject to termination, however, when the land becomes necessary for the proper discharge of the company's duties to the public. (p. 278).

6. Same Performance Beyond a Year.

An agreement which does not, by its terms or by necessary implication, carry its full performance beyond a year need not be in writing. p. 279).

Appeal from Circuit Court, Randolph County.

Bill for mandatory injunction by M. M. & D. D. Brown against the Western Maryland Railway Company. From a decree dismmissing the bill on demurrer, plaintiffs appeal.

Decree reversed, demurrer overruled, injunction reinstated, and cause remanded.

W. B. & E. L. Maxwell, for appellants. E. A. Bowers, for appellee.

Lynch, Judge:

Judged by the prayer of the bill, dismissed on demurrer, of which action plaintiffs complain, the chief objects of this suit were to obtain a mandatory injunction to require defendant, by way of enforcement of an oral contract, to extend one of its yard side tracks about 800 feet, the cost and expense of which plaintiffs contracted to pay upon the condition hereinafter noted, and to furnish the railroad ties necessary therefor; to enjoin defendant from carrying into execution its announced purpose to cause the removal of lumber stacked on its property with defendant's consent and ap- proval pursuant to such contract; and for general relief. The court justified its decree upon the ground that equity will not entertain jurisdiction to enforce the specific execution of a contract for the performance of work the supervision of which requires the exercise of professional skill and judgment. Thus there is presented the one main question whether a court of quity can and should require defendant to extend its side track, which it contracted to do, where plaintiffs, acting in good faith with the consent and upon the direction of defendant's agents, have in part done what the contract authorized them to do.

These are the main facts upon which plaintiffs predicate the claim for the relief which they seek. The plant operated by them and located in or near Elkins, Randolph County, for the manufacture of lumber from timber owned by them was destroyed by fire April 6, 1912, and they contemplated the removal of the establishment and the erection of a new plant on the tract of land containing the timber, located on Shaver's Fork of Cheat River, when they began the negotiations which culminated in the contract in question. The consideration for the contract, the terms whereof, frequently reiterated, are stated with sufficient precision to permit an intelligent understanding of what is alleged, is that if plaintiffs would rebuild their manufacturing plant on the former location, pay $5.50 for each car load of logs hauled by defendant from Meadows, a station on its railroad, to Elkins, and if plaintiffs and others affiliated with them in other business enterprises would permit defendant to carry to market at least threefourths of their manufactuured product, the charge therefor not to exceed the freight rates demanded by other carriers for a like service, defendant on its part agreed and promised, the bill alleges, to provide cars necessary and suitable to haul, and to haul, plaintiffs' logs from Meadows and deliver them at Elkins at the rate per car specified therein for each loaded car, as heretofore stated; to permit plaintiffs to use certain designated portions of land owned, possessed or controlled by defendant for lumber storage purposes, and also to extend their dock and trucks from the mill on the south side of the railroad, by way of and under the railroad bridge across Valley River, onto the north side of the railroad to facilitate storing of the lumber so manufactured; and defendant further agreed to extend its yard side track or switch near its freight depot 800 feet along the river bank, the plaintiffs to furnish the cross ties therefor and pay defendant the >cost of such construction, including labor and material, other t: han the ties, as estimated or otherwise ascertained after the 'completion of the work, with interest thereon, the amount so paid to be refunded by defendant at the rate of $2.00 for each car load shipped by plaintiffs and hauled by defendant; and other reciprocal terms, conditions and stipulations of a similar character not now necessary or important to note or recite.

With the terms, performance whereof was the basis of the agreement on the part of the plaintiffs, the bill alleges full and complete compliance. They did reconstruct and enlarge the buildings and again put them into successful operation and effect on the former site and location, equipped with machinery, appliances, accessories and conveniences necessary, adequate and usual to accomplish the purpose of such business enterprises and undertakings, and to achieve that end "were compelled to expend large sums of money for labor and 'material. For the same purpose and upon the invitation and by and with the consent of the defendant they also built the dock and other structures connecting the plant with the ground owned by defendant on the opposite side of the railroad track, and since have used the ground as place for the storage of the lumber preparatory to its sale and shipment to market. All this they did, the bill alleges, in reliance upon the express stipulation of the contract by and with the knowledge, advice and consent of the defendant duly given by its legally constituted and authorized agents.

Excepting the extension of the side track or switch specified in the contract, of the nonperformance of which complaint is made, plaintiffs waive compliance by defendant with the terms thereof, thus leaving for consideration upon this review the right to enforce compliance with the stipulation regarding the extension of the side track or switch, together with the restraint sought to be imposed against defendant's threatened removal of the lumber so stored and the buildings and structures so erected by plaintiffs on defendant's ground.

Defendant questions, first, the sufficiency of the allegations to show any contract whatever between the parties; second, if sufficient for that purpose, the contract was to be reduced to writing and signed by them before it was to be deemed binding upon either of them, and that it was not executed; third, the contract is not enforceable because not in writing and not signed by either of them, and hence void under the statute of frauds; and further because plaintiffs have an adequate remedy at law.

The first points of objection are met by the specific declarations of the bill, which, being well pleaded and pertinent, sufficiently show the culmination of the negotiations in an agreement having the essential elements and ordinary requisites of a valid contract. The reciprocal and mutual engagements of the parties towards each other furnish ample consideration therefor, and that the agents of the defendant had ample authority to bind it, and undertook to and did so, is averred unequivocally, and by the demurrer that authority is admitted. Though, as the...