Todd v. Diamond State Iron Co.

Citations

• 13 Del. 372
• 14 A. 27
• 8 Houston 372
• 1889 Del. LEXIS 2

Syllabus

<p>Equity — Specific Performance — Discretion of Court—Contract—Personal Property—Tender.</p> <p>Specific performance of a contract of sale is not a matter of course, but rests entirely in the discretion of the court, depending upon whether the contract appears, from all the circumstances, to he equitable or not.</p> <p>As a general rule equity will not enforce specific performance of contracts relating to personal property, unless it is apparent that failure to perform cannot be adequately redressed by suit for damages.</p> <p>Equity will not enforce specific performance of contracts for the sale of corporate bonds and stock.</p> <p>A contract to be specifically enforced must be without ambiguity and uncertainty.</p> <p>A contract providing for the sale of stock of a company for $10,500,—$3,000 cash, and the balance to be paid along, as may suit the vendee, within five years; interest to be computed at 5 per cent.; containing no agreement as to the time of any of the payments of the principal or interest; no statement as to the time when the stock is to be transferred; with no security for the deferred payments, —is too uncertain to be specifically enforced in chancery at the suit of the vendee.* ■</p> <p>The same principles are applicable to a request for specific performance when presented by interpleader as when presented by original bill.</p> <p>Where, by the terms of an agreement to buy stock of a company, a portion of the purchase price is to be paid in cash, and the balance within five years, and no payment has been made, an offer by letter to pay the whole sum after the five years have expired, and after the vendor has discovered the stock to be more valuable, is not such a tender as to entitle the vendee to specific performance.</p> <p>Where one who is secretary of a stock company agrees with a stockholder to buy his stock, and, during the negotiations, endeavors to convince the vendor that the stock is not worth par, and that he does not know where he can