Northern Central Railway Co. v. Walworth

Citations

• 193 Pa. 207
• 44 A. 253
• 1899 Pa. LEXIS 1103

Syllabus

<p>Contracts—Mutuality—Remedies—Equity—Sale of stocks and bonds— Prior contract.</p> <p>A subsequent sale and delivery of stocks and bonds to others, in disregard of a prior contract, is no defense to a bill for a specific performance, when the transferees are made parties, and the bill avers that they had knowledge of the prior contract.</p> <p>The principle that contracts must be mutual, must bind both parties or neither, does not mean that in every case each party must have the same remedy for a breach by the other, but that the contract is enforceable on both sides in some manner; not necessarily enforceable on both sides by specific performance.</p> <p>Contracts— Uncertainty.</p> <p>A contract for the sale of stocks, whereby the seller undertakes that all debts of the company shall be paid on the day of the transfer, and the buyer is to retain a sufficiency of the price to assure him that the company is free from debt, is not void for uncertainty in not stating the debts, where the amount to be paid is fixed and definite, since, if default is made in the payment, the amounts to be deducted can be shown.</p> <p>While the general rule in Pennsylvania is that a bill in equity will not lie for the specific performance of contacts for the sale of chattels, the rule does not apply where the articles sold are of such a nature that they cannot be purchased in the market.</p> <p>A contract for the sale and purchase of almost all of the bonds and stock of a railroad company for a sjjeeified price, with a further covenant that the vendor should pay certain interest and floating debt of the company and use his best endeavors to secure for the vendee the remaining bonds and stock of the company at the lowest price practicable, does not lack mutuality, and it may be specifically enforced in equity.</p> <p>Railroads—Purchase of stock of one company by another—Public policy —Act of April 23, 1861.</p> <p>A contract for the purchase by a railroad company of the stock of another