86 N.Y.S. 736 | N.Y. App. Div. | 1904
In an action for specific performance all persons having or claiming an interest in the'land derived from the vendor after the contract and with notice thereof are necessary defendants in a suit brought by. the vendee or his representatives. (Pom. Spec. Perf. Cont. [2d ed.] § 493.)
This is an action in equity. The equitable doctrines with respect to parties and judgments are wholly unlike those which prevailed at the common law, different in their fundamental conceptions, in their
It has always been held as a general rule in equity .that all persons' materially interested, either legally or beneficially, in the subject-matter of a suit are to be made parties to it, so that there may be a complete decree which shall bind them all. (Townsend v. Bogert, 126 N. Y. 370.)
It is not essential in a suit in equity that all the parties should be interested in the same way or affected alike by the judgment demanded. It is proper to unite all the parties interested to avoid a multiplicity of suits and have an adjudication that will determine ' the question as to all parties interested in the subject-matter. . This has been and is the practice in equity actions. (Hall v. Gilman, No. 1, 77 App. Div. 458.)
A party demurring to a pleading admits the facts alleged in such pleading, and in considering the pleading it should be held to allege all facts that can be implied from the allegations by reasonable and fair intendment. (Sage v. Culver, 147 N. Y. 241.)
By the demurrers herein "the demurring defendants have admitted, among other things, that the plaintiff in purchasing the properties and river rights which it purchased prior to February, 1898, between the points named on the Hudson river, did so for the purpose of
A general statement in a complaint in an action of this character that there is no adequate remedy at law is not essential where it is manifest from the facts alleged that an action at law would give but an inadequate and imperfect remedy to the party aggi’ieved. ' The properties which the plaintiff desires should be decreed to be conveyed to it are specifically and definitely described in the complaint, and other allegations in the complaint admitted by the demurrers show that such properties are necessary for the full ownership!, development and protection of the lower power as stated in the contracts made by and between the Kanes Falls Electric Company and the plaintiff. The complaint, including said contracts, shows an agreement sufficiently definite to enable the court to grant equitable relief. The time for performing the contracts is not of the essence thereof. "We are of the opinion that the complaint contains sufficient on the face thereof to set a court of equity in motion.
The defendant the Morton Trust Company holds as trustee a mortgage given by the Hudson River Electric Company upon properties described in the complaint among other properties to secure the payment of bonds to an amount not exceeding $3,000,000, and while it is alleged that none of said bonds have been issued for value, the fact remains that the mortgage is outstanding of record
The defendant the Trust Company of America is the corporation to which the deed to the Kanes Falls Electric Company was delivered and which held such deed in escrow pursuant to the terms of the contract under which it was delivered and subsequently delivered the same to the Hudson River Electric Company. It received the $125,000 from the Kanes Falls Electric Company, pursuant to the agreement and has paid out $120,000 thereof, and stills holds $5,000 subject to the direction of the plaintiff and said Kanes Falls Electric Company. No specific relief is asked as against said defendant, but its presence as a defendant will bind it as well as the other parties to the action in any relief that may be granted, and in any direction that the court may make, in regard to the $5,000 still remaining in its possession.
If the only purpose of this action was to obtain specific performance of the contracts, the Hudson River Water Power Company would not be a necessary or proper party defendant. While the action is for specific performance, it is also brought for a rescission of the contracts and a reconveyance of the property which' has been transferred pursuant to the contracts, if for any reason specific performance thereof cannot be decreed. In an action for the rescission of the contracts the Hudson River Water Power Company is vitally interested. An action either for specific performance or for the rescission of contracts is distinctly an equitable one. The very foundation of the jurisdiction of equity in either case is the inadequacy of the remedy at law. The evidence in this case will not be changed in any particular by reason of the prayer for alternative relief, except so far as it relates to circumstances affecting the power of the court to decree. specific performance.
It is said in the Encyclopaedia-of Pleading and Practice (Vol. 20, p.499): “ Generally, when the specific. performance of a written contract to convey land is denied, a rescission of the contract will be decreed; ” and the same authority (Id. pp. 461, 462) states that
So far as appears by the record before us the properties conveyed to the Kanes Falls Electric Company and by the Kanes Falls Electric Company to the Hudson River Water Power Company, as well as all other properties' referred to in the complaint, remain* in the same situation, and the legal and equitable rights of the parties are the same now as they were at the time the contracts were made, except so far as they have been changed by the conveyance mentioned.
Where in an action in equity relief is sought to be obtained and the amounts to be paid by. either party to the other are uncertain and subject to an accounting between the parties, it is enough to offer in the complaint to pay or to perform whatever obligations rest upon the party bringing the action. (Zebley v. F. L. & T. Co., 139 N. Y. 461.)
The right to specific performance of a contract or its rescission rests in judicial discretion, and may be granted or withheld upon a consideration of all the circumstances and in the exercise of sound discretion i ( Winne v. Winne, 166 N. Y. 263.)
-We cannot say as a matter of law that the complaint in this case should be dismissed for insufficiency as against either of the defendants. The court,, after a trial of the issues that may be framed and a consideration of any contemporaneous equities or equities arising by reason of subsequent, events, can grant such relief as, >may be dictated by a sound discretion or dismiss the complaint as to all or any of the parties defendants.
The interlocutory judgments should be affirmed, with one bill of costs to the respondents.
All concurred, except Parker, P. J., dissenting; Smith, J., con* . curring in result.
Interlocutory judgments affirmed, with one bill of costs to the respondents.