Strasburg Railroad Company v. Echternacht

• Decision Date: 01 May 1853
• Citation: 21 Pa. 220
• Parties: Strasburg Railroad Company versus Echternacht.
• Court: Pennsylvania Supreme Court

21 Pa. 220

Strasburg Railroad Company versus Echternacht.

Supreme Court of Pennsylvania.

CERTIORARI to the Common Pleas of Lancaster county.

Eshelman, for the Company.

It is not a sufficient objection to the jurisdiction of a Court of Equity that the complainant has a remedy at law, unless such remedy be adequate and complete: Brightly's Rep. 203, Skilton v. Webster; 1 Parsons 220; Id. 541; 4 Wash. C. C. Rep. 205; 10 Barr, Wesley Church v. Moore; 2 Story's Eq., sec. 716-724; 2 Kent 448; 2 Jones 56.

Where a bill prayed for specific performance of a contract for the purchase of a quantity of timber, performance was decreed: 3 Atk. 383. Also cited 12 Sim. 189; 1 Wheaton 151; 1 Peters 304; 1 Parsons 479.

The plaintiffs, the company, not being a party to the agreement, may not be able to maintain an action at law; their only remedy may be in equity: 1 Sim. & Stu. 598.

Hood, contrà.—No contract is set out in the bill. There were no contracting parties to the agreement, and no legal consideration to support a promise is set out in it. There is no privity between the company and the defendant: 1 Dan. Ch. Prac. 427. If it be a contract it is one to procure legislation and is void: 5 W. & Ser. 320-2; 5 Barr 452. A contract as to which there is not mutual obligation and mutual remedy, will not be enforced in equity: 10 Mod. 506; 1 W. & Ser. 555; 2 Peere Will. 304. Nor where there is an adequate and complete remedy at law: Act of 16 June, 1836; 1 Pars. Eq. 41, 479. In this case the measure of damages would be the difference between the current price of the stock and its par value.

There is a distinction between cases where the stock or other chattel is required to be given up to the plaintiff, and those in which the defendant is required to take it. In the first class of cases no amount of damages may be able to compensate the loss of the thing itself. In the second, the loss may be always compensated in damages: 2 Story's Equity, sec. 716, et seq.

When a party has no right of action at law, he has none in equity.

The opinion of the Court was delivered by BLACK, C. J.

Before the Strasburg Railroad Company was incorporated, the defendant and others signed a paper, agreeing that if it should be incorporated with certain privileges, they would subscribe the number of shares set opposite to their respective names. The charter was obtained, and the defendant refused to take the stock. Whereupon the company brought this bill in equity to enforce specific performance of the contract.

A contract cannot be made by one person alone. It takes two to make a bargain. Before a promise becomes a binding obligation, it must not only be made to, but must be expressly or impliedly accepted by, the party...