Western Union Telegraph Co. v. Semmes

Bryan, J., delivered the opinion of the Court. John E. Semmes and Prank P. Clark obtained a judgment in the Superior Court of Baltimore City, against the Western Union Telegraph Company. Both parties have appealed to this Court. We will state such of the facts as we deem material to the decision of the questions before us.

In the year 1877, the Western Telegraph Company of Baltimore City filed a bill in equity against the Baltimore and Ohio Railroad Company. Eo proceeding was taken under this bill in behalf of the complainant. • Afterwards the plaintiffs in this suit, who are attorneys at law, were employed by certain stockholders in the said Telegraph Company, who held a minority of the shares of stock, to represent them in the suit; and they were also employed by the defendant, who held a majority of the shares of stock. An amended bill of complaint was filed in 1885, by the Western Telegraph Company of Baltimore City, and the defendants were the Baltimore and Ohio Railroad Company, the Western Union Telegraph Company and other parties. The object of the amended bill, as stated on its face, was to establish the absolute right and title of the complainant to certain telegraph wires, poles, and all their appurtenances, which had been erected on the line of the Baltimore and Ohio Railroad Company ; and also to establish its right to maintain said wires, poles, and their appurtenances as telegraph lines ; and to use and operate them as such ; and also to obtain an account from the Baltimore and Ohio Railroad Company of the sums of money, which it had received for the transmission of messages over said telegraph lines.

The prayers for relief were adapted to these ends. ¹⁸ The defendant in this suit agreed to pay the plaintiffs as a contingent compensation, one-sixth of the amount which should he recovered for it, as a holder of the stock of the Western Telegraph Company of Baltimore 'City. The suit of this last mentioned corporation was isrosecuted against the Baltimore and Ohio Railroad Company and others until it was dismissed with costs, without prejudice. With the consent and approval of the defendant in the present suit, an appeal was taken to this Court; but before the cause was reached for argument, it purchased from the railroad'company all the property and interests which were in litigation. This , transaction being made known to this Court, inasmuch as no controversy any longer existed, an affirmance of the decree below was a necessity. 69 Md., 211 .

The plaintiffs contend that inasmuch- as they were ready and willing to prosecute the suit to a successful conclusion and were prevented by the act of the defendant, they are entitled to the contingent compensation. It was not stated to the Court in the appeal which we have just mentioned, hut it appears from the evidence in this case, •that when the purchase was made from the Baltimore and Ohio Railroad Company, it was agreed that the suit of the Western Telegraph Company of Baltimore City, should he dismissed. We do not regard this agreement as very material to any question here, as with or without such a stipulation the controversy was at an end. Undp uhtedly this defendant had the right to settle its suit whenever it saw fit; it has not been contended that it was obliged to carry on the litigation for the benefit of its counsel.

And yet it must fulfil all the responsibilities arising from its contract with them. Where there is a contract for building a house or doing other work, and the plaintiff, being ready and willing to do the work, is wrongfully and improperly prevented by the defendant from completing it, he may certainly re ¹⁹ cover as damages the difference between the contract price and the cost of doing the work when this cost can he- definitely computed; and the circumstances of the case may sometimes authorize additional damages. This was the view of the Supreme Court of the United States in Philadelphia, Wilmington and Baltimore Railroad Co. vs. Howard, 13 Howard, 344 . But there is great difficulty in applying this principle to a contract for professional services, where the compensation is to he paid contingently on the successful prosecution of a suit.

The law favors the settlement of litigation.. We should he most reluctant to say that public policy would sustain a contract, whereby a litigant should put it out of his power to compromise his suit according to his own wishes or interest. But in this case the contract in question does not admit of any such construction. There is nothing in its terms which interferes with the defendant’s unlimited control over its own litigation.

Ror have we the means of ascertaining whether the plaintiffs