81 Minn. 259 | Minn. | 1900
The order of the trial court holds that the complaint in this suit states a cause of action. Upon this order all the defendants except Demeron, who was not served, appeal.
Plaintiff seeks by his complaint to compel one of the defendants, N. J. Demeron, the
“That no dividend on the said stock of said corporation had been declared or paid since June 6, 1893, and that since June 6, 1893, the assets of said corporation have been greatly diminished; and since, and at all times since said date, the shares of stock of said corporation have had no fixed or marketable value, and have not been quoted in the commercial reports.”
The complaint is dated August 1, 1899. It appears also, as against the Warren Manufacturing Company, that, after the assignment, Jerrue, knowing plaintiff’s rights, cancelled the stock of defendant Whitney, and issued new certificates thereof to the purchaser. Judgment is asked for the equitable relief that the stock issued to defendant Jerrue be cancelled; that the title thereof be declared to be in plaintiff; that the contract between the plaintiff and defendant Whitney be enforced; and that the corporation be directed to issue to the plaintiff new certificates of stock, with a demand for damages against Whitney.
The action is one asking for the specific performance of a contract to transfer personal property, which, as a general rule, will not be ordered, for the reason that the violation of such contract may be estimated in damages, and that the injured party has an adequate remedy at law. Fry, Spec. Perf. § 44. It has been held, however, that
“Specific performance may be decreed where the shares are limited, having no fixed or marketable value, or not quoted in the commercial reports, nor selling upon the market.” Northern Trust Co. v. Markell, 61 Minn. 271, 63 N. W. 735.
The only allegation of the complaint showing particular and exceptional reasons to justify a specific performance in this case, under the exception to the rule above stated, is the allegation that
The averment tending to show that, if the stock which Whitney had agreed to deliver to plaintiff had been voted by him, the plaintiff might have carried out his agreement with other stockholders, and have secured himself a salary of $1,000, is too remote to establish a peculiar value in the same to the plaintiff, or to justify an exception to the rule which relegates him to his action for damages. The views above expressed render it unnecessary to consider any further questions raised on this appeal.
The demurrer should have been sustained, and the order of the district court is reversed.