115 Va. 797 | Va. | 1914
(after making the foregoing statement), delivered the opinion of the court.
One of the errors assigned, and the only one that it is necessary to consider, in the view the court takes of the case, is that the trial court erred in sustaining the demurrer to the bill and dismissing the same.
It is conceded, and if it were not it is clear, that the agreement between the parties is of such a nature that it is not susceptible of specific enforcement by the court. But it is insisted that, although the court was unable to specifically execute the contract, yet the case made by the bill entitled the complainant to an injunction restraining the defendant from violating the covenant contained in clause “P” of the agreement, by which it bound itself not to install in its printing establishment more than two composing or type-setting machines other than monotypes.
The general rule is that an injunction will not be granted to restrain a defendant from violating negative covenants when the agreement is of such a nature that it cannot be specifically enforced where specific performance is the object of the suit. 2 High on Injunctions (4th ed.), secs. 1109, 1162; 4 Pom. Eq. Jur. (3d. ed.), sec. 1341; 3 Elliott on Contracts, sec. 2345; 22 Cyc. 850-1.
Where the object of the suit is not to enforce specific performance of the agreement, which contains both affirmative and negative covenants, there are cases which hold that a court of equity may interfere by injunction to prevent the breach of a negative covenant, although the af
Pomeroy, in his work on Equity Jurisprudence, vol. 4, section 1341, says that “an injunction restraining the breach of a contract is a negative enforcement of that contract. The jurisdiction of equity to grant such injunction is substantially coincident with its jurisdiction to compel specific performance.” Grubb v. Moore, 108 Va. 83, 60 S. E. 757.
• Where the contract which is sought to be specifically decreed, or a breach of its negative covenants enjoined, relates to chattels, the universal test of the jurisdiction of a court of equity to grant such relief, both in England and in this country, is the inadequacy of th’e legal remedy of damages. 4 Pom. Eq. Jur., sec. 1341; 5 Do., sec. 299.
“The fact that ample remedy exists at law for the violation of an agreement,” says High on Injunctions, sec. 1107, “is always sufficient objection to the interference of equity.” 3 Elliott on Contracts, sec. 2279.
Unless, therefore, the facts alleged in the bill show that the remedy at law is inadequate, the demurrer was properly sustained and the bill dismissed. Hudson v. Kleve, 9 Gratt. (50 Va.) 379, 384-6; Morrison v. Spear, 10 Gratt. (51 Va.) 229, 230; Ely, &c., v. Johnson, 114 Va. 31, 75 S. E. 748.
It appears from the bill and the agreement of the parties filed therewith as an exhibit that the complainant desired very much to make sale of its monotype machines to the
While there are various stipulations in the agreement as to what the complainant Avas to perform and might be called upon to perform, the contract, as we understand and construe it, was for the sale of the complainant’s machines upon the terms named therein, and not an independent agreement by which the defendant undertook and agreed to operate the machines for the benefit of the complainant. The operation of the machines provided for in the contract was not for the purpose of showing to the public or to
If this be the correct construction of the agreement between the parties, it is clear that there could be no recovery at law or in equity for such injury to its business as the bill alleges would result, viz.: “If the monotype machines of your complainant are removed from the Times-Dispatch office and linotype machines substituted in their place, it Avill damage this complainant many thousands of dollars in excess of the amount agreed to be paid for the machines installed, and prevent their introduction into innumerable other printing establishments and greatly retard the steady progress which your complainant has made in supplanting the linotype machines. Indeed, it is impossible to ’estimate or calculate the damage and loss which Avould result therefrom, and for which your complainant could not be compensated in damage in an action at law.”
Injuries frequently result in one way or another to the business of one party to a contract by its breach on the part of the other party, but damages cannot be recovered
The damages, as was said in Fox v. Harding, 7 Cush. 516, and quoted with approval in Western Union Tel. Co. v. Hall, supra, “must be part and parcel of the contract itself, and must have been in contemplation of the parties when the agreement was entered into. But if they are such as would have been realized from other independent and collateral undertakings, although entered into in consequence and on the faith of the principal contract, then they are too uncertain and remote to be taken into consideration! as a part of the damages by breach of the contract in suit.” 3 Elliott on Contr., sec. 2133.
Tested by these well settled rules, it is clear that the complainant was not entitled to recover damages for injury to its business by reason of the defendant’s breach. There is no allegation of fact in the bill which shows that the complainant did not have an adequate remedy at law to recover any and all damages to which it would b'e entitled resulting from breach of the agreement on the part of the defendant. This being so, the demurrer to the bill was properly sustained and the bill dismissed by the trial court.
Affirmed.