Page:Harvard Law Review Volume 8.djvu/429

413 LEASE OF RAILROAD. 413 An injunction against the leace as a breach of the Northern trust, is, in effect, a decree that the trustee specifically perform the charter-contract and the trust declared in it. In the bill, the plaintiffs ask that the Northern company and their directors be ordered to resume the control, management, and operation of the Northern road. A decree for the plaintiffs, whether affirmative or negative in form, would run against the trustee, — not a mere imaginary person, but the whole body of stockholders, whose per- formance of their corporate trust is performance of their partner- ship contract. Whether the plaintiffs' rights, accruing from the contract, are called contractual, or fiduciary, they are subject to the general rule that inequitable performance is not specifically enforced when recoverable damages for non-performance are an ample remedy. The equity to compel specific performance of con- tract arises where an agreement, binding at law, has been in- fringed, and the remedy at law by damages is inadequate.^ But the adequacy of a compensatory suit on a broken contract does not always depend upon the breach being financially injurious to the plaintiff. A breach that would be pecuniarily beneficial to him may be of such a nature in other respects that nothing short of prevention will be just. If the price fixed by a written executory agreement for the sale of a farm is more than the value, that fact is not an answer to a bill brought by the purchaser against the vendor for specific enforcement of the agreement. The purchaser, finan- cially benefited by the violation of his legal right, would be financially injured by resorting to the remedy of a suit for nominal damages. " Compensation in damages, measured by the difference in price as ascertained by the market value, and by the contract, has never been regarded in equity as such adequate indemnity for non-fulfilment of a contract for the sale or purchase of land, as to justify the refusal of relief in equity." ^ The vendor's payment of the difference is not regarded by the law as a full, sufficient repara- tion for the purchaser who made the contract " on a particular liking to the land." ^ The damage is irreparable in the legal sense. A written contract of farming partnership may be specifically enforced by an injunction against its violation when a majority 1 Adams, Equity, 77; Story, Eq. §§ 716, 717, 717 a; Fry, Spec. Perf. § 40; Pomeroy, Spec. Perf. § 3; Express Co. v. R. Co., 99 U. S. 191, 200; Ecksteins. Downing, 64 N. H. 248 ; Bkck v. D. & R. Canal Co., 22 N. J. Eq. 130, 399. 2 Jones V. Newhall, 115 Mass. 244. 248.
 * Buxton V. Lister, 3 Atk. 383, 384; Story, Eq. § 717.