G. W. Baker Machine Co. v. U. S. Fire Apparatus Co.

Citations

• 11 Del. Ch. 386
• 97 A. 613
• 1916 Del. Ch. LEXIS 35

Syllabus

<p>Under Revised Code 1915, § 3844, providing that-the Chancellor shall not have power to determine any matter wherein sufficient remedy may be had by common law or statute before any other court of the State, the doctrine of mutuality of remedy in relation to specific performance oí a sale of personalty cannot be recognized because of the limitation on the power of the Court of Chancery imposed by Constitution and the statutes, the right of a contracting party to specific performance depending solely on the lack of an adequate remedy at law, inadequacy of remedy being the necessary condition to equitable relief.</p> <p>A contract for the sale of shares of corporate stock may be specifically enforced if the complainant has no adequate remedy at law, as where its value cannot be so ascertained by computation, or by any sufficiently certain estimate, to make a suit at law for damages an adequate remedy.</p> <p>The vendor of goods is entitled to recover damages for the vendee’s refusal to accept or pay only to the extent of actual injuries .from the breach of contract, which is ordinarily the difference between the contract price and the market value at the time and place of breach, a difference which may be estimated and fixed by a re-sale within a reasonable time, after notice to the vendee, of the intention to re-sell, taking all proper measures to secure as fair and favorable a sale as possible.</p> <p>Where the buyer of stock in a corporation, the only property of which was patents, plans, -a few machines, etc., refused to perform, the seller could have offered the stock and property at public sale, and then recovered in an action at law the difference between the value of the stock, as thus ascertained, and the contract price, thus having an adequate remedy at law for the breach precluding specific pérformance of the contract.</p>