57 Pa. 65 | Pa. | 1868
The opinion of the court was delivered, by
A bill for the special enforcement of a contract is an appeal to the conscience of the chancellor. He exercises, upon the question presented, a sound discretion, under all the circumstances of the case, for the most part untrammelled by rule or precedent. If the bargain is a hard or unconscionable one, if the terms are unequal, if the party calling for his aid is seeking an undue advantage, he declines to interfere. Therefore it is that although a court of equity will not in general relieve against a forfeiture, unless it be in the case of non-payment of rent, where an exact and just compensation can be made by decreeing to the landlord the arrears of his rent with interest and costs, yet they never lend their assistance- in the enforcement of one, but leave the party to his legal remedies. More especially is this the case where the contract has been substantially carried out, but its literal fulfilment has been-prevented by uncontrollable circumstances. It is unnecessary to cite authorities in support of these positions. They underlie all the cases which abound on the subject, and have been canonized in the standard elementary works: Jeremy’s Eq. 425, 471; Adams’ Eq. 77, note; 2 Story’s Eq., § 742, 750,1319, 1323. They commend themselves to every man’s common sense of reason and justice, in view of the special objects which courts of equity have been constituted to effectuate. They would otherwise become engines of oppression and injustice.
Perhaps there could be no clearer illustration of the value and importance of these principles than in the circumstances of the case now presented for decision. The defendants, the Atlantic and Great Western Railroad Company, on the 14th January 1864, entered into a contract with the Oil Creek Railroad Company, by which they agreed, at their own expense, to furnish the iron and all other materials, and grade, construct and complete in a good a,nd workmanlike manner, a railroad from Oil City to Franklin, the work to be commenced within thirty days of date, and be completed on or before the 1st day of January 1865. As the consideration for this work, the plaintiffs agreed that when the said road from Oil Creek to Franklin should be so constructed, to lease, and thereby did lease the same to the defendants, for the term of ninety-nine years from the date of the covenant at the nominal rent of $1 per annum, and with certain stipulations as to the tariff of charges for freights and other matters for the advantage of the plaintiffs. The seventh article provides that “ a violation of or failure to perform any of the stipulations of this contract to be performed and kept on the part of the party of the second part (the defendants), shall operate as a forfeiture of this
Thus distinctly is this court asked to enforce what the parties themselves agreed to be and denominated a forfeiture; to deprive the defendants of the entire benefit of their contract and lease, and that on the ground that a partial failure of performance has occurred, not productive of serious loss to the plaintiffs, and for Avhich in all probability it would be difficult to persuade'any jury to give them more than nominal damages. The judge at Nisi Prius was clearly right in dismissing the bill with costs, and the decree is affirmed at the costs of the appellants.
Decree affirmed with costs.