Gottschalk v. Stein

Robinson, J., delivered the opinion of the Court. The complainants, we all agree, are entitled to a specific performance of this contract, and this being-so, they are entitled also to an injunction to restrain the defendant from collecting the promissory notes which he agreed to sell and transfer to them. Now what are the facts? The firm of Weiller & Son, composed of Hannah Weiller and her two sons, being in failing circumstances, made an assignment of all their property to J oseph Leopold, in trust for the benefit of their creditors.

Afterwards, at a meeting of the creditors, held for the purpose of considering a compromise'offered by the firm, Gottschalk, the appellant, who is the father-in-law of one of the members of the firm, with a view of inducing the creditors to accept the compromise, agreed that he. and Stein, one of the appellees, who is the fathe'r-in-law of the other member of the firm, would endorse the settlement notes to be given to the creditors, in consideration of which, Leopold was to surrender his trust, and the property of the firm was to be transferred to them, as security on ⁵⁵ account of tlieir endorsement. On these terms, the creditors agreed to accept the compromise, and when it was about to be consummated, Gottsclialk, without assigning any reason, refused to endorse the settlement notes, but proposed that they should he endorsed by Stein, and that the property of the firm should be transferred to him by way of indemnity. To this, Stein being anxious to effect the compromise, consented, and he accordingly assumed the Habilites of the firm, amounting to eighteen thousand dollars, a sum exceeding the value of the entire property of the firm. This being done, Leopold surrendered liis trust, and the property was transferred to Stein.

The firm, it seems, was also indebted to Gottsclialk, oil three promissory notes, amounting to $1500, but not supposing there would ho any difficulty in effecting a satisfactory settlement with him, this indebtedness was not included in the compromise. Be this as it may, after sundry negotiations between the parties, Gottsclialk by a contract in writing and under seal, agreed to sell and transfer these notes to Leopold and Stein, upon the payment by them of three thousand dollars. The appellees were induced, the bill alleges, to buy (bese notes, solely for the benefit of Mrs. Weiller, a member of the firm, and who was nearly allied to the appellees by marriage, all of which was known to Gottsclialk at the time the contract was made. This bill is filed by Leopold and Stein, to restrain Gottsehalk, from collecting these notes, and also for the specific performance of the contract.

As a general rule, Courts of equity will not, it is true, decree the specific performance of a contract for the sale of goods and chattels, for the reason, that an action at law for a breach of the contract, affords as complete a remedy for the purchaser, as the delivery of the goods, inasmuch as with the damages thus recovered ⁵⁶ at law, lie can purchase the same quantity of like goods. Having thus an adequate remedy at law, there is no ground for the interference of a Court of equity. But we take it to be well settled, that where there is an agreement to buy a specific chattel for a specific purpose, and this purpose can only be answered by the delivery of the chattel itself; or where from the nature of the subject-matter of the agreement, the measure of damages must necessarily be uncertain; or where damages will not be as beneficial to the purchaser, as the performance of the contract, equity will interfere, and decree the specific performance of the contract, because in such cases, an action at law for a breach of the contract, will not afford the purchaser a complete and a'dequate remedy. In the language of Lord Selborne “the principle which is material to be considered, is that the Court gives specific performance instead of damages, only when it fean by that means do more perfect and complete justice.” Wilson vs. Northampton, &c., Railroad Co., Law Rep., 9 Ch.

App., 279. Or in other words, where damages at law fall short of that redress to which one is fairly and justly entitled. Doloret vs. Rothschild, 1 Sim. & Stu., 590 ; Buxton vs. Lister, 3 Atk., 385 ; White vs. Schuyler, 1 .Abb. Pr.

(N. S.), 300; Ashton vs. Corrigan. L. R., 13 Eq., 76; Robinson vs. Cathcart, 2 Cranch, 590 ; Cutting vs. Dana, 25 N. J. Eq., 265. Now in this case, the appellant agreed to sell to the appellees the three promissory notes of Weiller & Son, and the appellees agreed to buy these notes for a specific purpose, which was known to the appellant. An