Manton v. Rat

• Decision Date: 26 July 1894
• Citation: 18 R.I. 672,29 A. 998
• Parties: MANTON v. RAT.
• Court: Rhode Island Supreme Court

29 A. 998

18 R.I. 672

MANTON

v. RAT.

Supreme Court of Rhode Island.

July 26, 1894.

Suit by Joseph P. Man ton against Thomas H. Ray. Respondent demurs to the bill. Demurrer sustained.

Clarke H. Johnson, for complainant. Wilson & Jenckes, for respondent.

STINESS, J. This is a bill for the specific performance of a contract to convey 25 shares of the capital stock of the Home Investment Company, a corporation, in exchange for stock owned by the complainant in another corporation. The bill sets out that the complainant, prior to June 26, 1893, delivered certificates of the shares he was to convey, duly issued by the corporation, and transferred in blank, to one Goff, a broker, with instructions to deliver the same to Ray in exchange for the shares he was to receive, pursuant to the contract; that on June 26th the respondent met the complainant at Goff's office, and promised to exchange the shares the next day; that thereupon he made agreements for the disposal of said stock; that he cannot obtain the stock of said Home Investment Company elsewhere than from said Ray; that the value of said stock is uncertain, and not easily ascertainable; and that the respondent has refused to carry out his contract. To these allegations the respondent demurs generally.

The general rule is that a court of equity will not order the specific performance of a contract for a sale of personal property because, ordinarily, there is an adequate remedy at law. Chafee v. Sprague, 16 R. I. 189, 13 Atl. 121. Moreover, as to most kinds of personal property and many stocks, a similar purchase can be made in the market, so that a bill for specific performance is needless. But this rule is neither inflexible nor without exceptions. Cases which involve trusts are recognized exceptions. Chafee v. Sprague, supra; Appeal of Goodwin Gas Stove & Meter Co., 117 Pa. St 514, 12 Atl. 736; Johnson v. Brooks, 93 N. Y. 337. So, also, in England, Lord Chelmsford said, in Cheale v. Kenward, 3 De Gex & J. 27, that it was settled that a bill for specific performance would lie for railway shares which are not always to be had in the market Another exception is that a bill will lie where the loss cannot be adequately compensated by damages in an action at law. Bumgardner v. Leavitt, 35 W. Va. 194, 13 S. E. 67; Johnson v. Brooks, 93 N. Y. 337; Treasurer v. Mining Co., 23 Cal. 390; Eckstein v. Downing, 64 N. H. 248, 9 Atl. 626; White v. Schuyler, 1 Abb. Pr. (N. S.) 300, 31 How. Pr. 38; Todd v. Taft, 7 Allen, 371; Story, Eq. Jur. (12th Ed.) § 717; 1 Cook, Stock & S. (3d Ed.) §§ 337, 338. Indeed, the rule of law, as claimed by the respondent, is not substantially different from that embodied in the above exceptions, but he claims that the bill does not show a case which falls within these recognized exceptions, for the following reasons: (1) The bill does not allege that the stock was not on the market, for sale, at the time of making the contract, or since. (2) It does not aver that the complainant has made any effort to obtain other stocks of the Home Investment Company. This is so, and yet we think the complainant presents a traversable averment, which covers these...