138 N.Y.S. 133 | N.Y. App. Div. | 1912
In May, 1906, James L. Reynolds was the owner of a tract of land situated in the village of Pelham, Manor. On June 25, 1908,- he conveyed to John F. Fairchild an undivided one-fourth interest of that portion of said tract still remaining in his ownership, together with “a one-fourth beneficial interest” in a certain contract previously made with defendant. James L. Reynolds having died, this action is brought by his personal representatives and Fairchild to recover damages for a breach of said contract. This appeal comes from an interlocutory judgment overruling defendant’s demurrer, based upon the ground that the complaint does not state facts sufficient to constitute a cause of action.
On May 23, 1906, Reynolds, for one dollar and other valuable considerations, conveyed to defendant a strip of land 100 feet wide running through the tract above referred to. At that time, to the knowledge of both parties, the New York, Westchester and Boston Railway Company proposed to construct an extension of its railroad through the village of Pelham Manor, and defendant was actually engaged in the construction thereof and the purchase of the right of way therefor through said village. The conveyance described the property by reference to a map attached thereto, entitled, “Map of the Right of Way of the New York, Westchester & Boston Railway Company through the Spreen property, belonging to James L. Reynolds, Village of Pelham Manor, Town of Pelham, Westchester County, New York.” Incorporated in the conveyance were the following provisions: “The said party of the first part
Among other things, defendant contends that the damages claimed are incapable of ascertainment for the reason that while constructing a railroad and also constructing, maintaining and operating a station on the line of said railroad might enhance the value of remainder of plaintiffs’ property, and failure to do these things might result in damage, it is impossible to determine what damage would result from a failure to do the latter only and that this is the extent of defendant’s obligation. We think the premise is unfounded. The contract contained in the deed describes plaintiffs’ predecessors to whose rights they have succeeded as the “party of the first part ” and defendant as the “party of the second part.” It contained clauses to the effect that the railroad is “proposed to be constructed by the said party of the second part ” and that the party of the second part “will, when it shall have constructed said railway as now laid out, construct, maintain and operate, or cause to be constructed, maintained and operated, a station on the line of said railway.” It further states that
Appellant further contends that if obligated to construct a railroad, its failure to do so is without fault on its part because it had no power to prevent the railroad company from changing its route without its consent. For the purposes of this appeal it is sufficient to say that it does not appear that such change was made without its consent. It may have been the inducing cause thereof.
There is no force in its contention that the contract to construct a railroad and the railroad station or either of them is void because by its terms it is not to be performed within one
Appellant further contends that its failure to comply with its contract does not entitle plaintiffs to maintain an action for damages, but that their sole right is to compel a reconveyance of the strip of land already conveyed and a cancellation of defendant’s option to purchase the four lots upon which the station building was to be constructed. The general rule is that a party injured by a breach of contract is entitled to recover all damages suffered which flow directly and naturally therefrom and are certain in their nature and in respect of the cause from which they proceed. (Rochester Lantern Co. v. Stiles & Parker Press Co., 135 N. Y. 209; Witherbee v. Meyer, 155 id. 446; Meyer v. Haven, 70 App. Div. 529.) This rule is subject to the further qualification that when the parties by their contract specifically provide for the consequences of a breach, the remedy thus provided is exclusive. (Read v. Fox, 119 App. Div. 366.) The agreement between the parties as to reconveyance in the event of a breach is not thus specific in its character, and nothing less than this will exclude the application of the common-law rule. Appellant’s contention rests upon the claim that the consideration for defendant’s promise of construction, whether of a railroad station or a railroad, or both, was a reduction in the price of the four lots subsequently to be conveyed, and that the parties had agreed that defendant’s option thus to purchase them might be terminated for non-performance of its agreement. It may be doubted whether even this would be sufficient to bar plaintiffs’ claim.. (Bezer v. Hall Signal Co., 22 App. Div. 489; Cummings v.
It follows that the interlocutory judgment must he affirmed, with costs, but with leave to appellant, within twenty days after service of a copy of the order to be entered herein, to withdraw its demurrer and answer the complaint upon payment of the costs included in the interlocutory judgment and the costs of this appeal.
Hirsohberg, Thomas, Carr and Rich, JJ., concurred.
Interlocutory judgment affirmed, with costs, with leave to appellant, within twenty days after service of a copy of the" order to be entered herein, to withdraw its demurrer and answer the complaint upon payment of the costs included in the interlocutory judgment and the costs of this appeal.