New York Trust Co. v. Langcliffe Coal Co.

Opinion by Mr. Justice Mestrezat, March 28, 1910: In the elaborate opinion filed by the learned judge of the common pleas, he has analyzed and considered the numerous agreements of the many parties involved in this controversy, and has conclusively demonstrated that the plaintiff company has an adequate and efficient remedy at law to enforce the repayment of its loan. On March 23, 1896, the Langcliffe Coal Company, Limited, substituted its bond and mortgage for the original bond and mortgage of Brooks and Mears which were given to secure the loan of 1325,000. The mortgage is to secure the same debt, and includes the same land as the Brooks and Mears mortgage. It contains the usual default clauses providing a remedy for collection, and was duly assigned to the plaintiff. By the agreement of September 25, 1893, exhibit “F,” the property of the Langcliffe Coal Company was made additional security for the payment of the original and substituted bond and mortgage, and became effective as of April 20, 1892, the date of the Brooks and Mears agreement and mortgage. The plaintiff holds this agreement, the seventh paragraph of which provides: “In case of default on the part of the party of the first part, its successors or assigns, in any of the obligations hereof on the part of it, them or any of them, and such default shall continue for the space of sixty days, the whole of said principal sum of three hundred and twenty-five thousand dollars, with all arrears of interest, shall and may, at the option of the party of the second part, its successors or assigns, become and be forthwith due and payable.” By virtue of the agreement of September 25, 1893, exhibit “G,” the plaintiff company also holds as additional security for its loan the whole of the capital stock of the Langcliffe Coal Company. In case of default in any of the conditions [629] of the Brooks and Mears bond and mortgage or in the substituted bond and mortgage, the agreement provides that the holder of the stock may deal with it as if he were the beneficial owner, or he may sell it for such price as he thinks fit, or may enter into possession of the corporate property and work the mines, or, as the owner of all the stock, may sell the property of the company, applying the proceeds, less costs and expenses, to the payment of the bond and mortgage. These are the securities held since 1896, by the plaintiff for the repayment of the loan. If, as the plaintiff company alleges, default has been made in the payment of the principal and interest of the loan, its remedies at law for enforcing payment have at all times been adequate and effective without invoking the aid of a court of equity. The mere fact that a creditor has several securities for his debt does not confer jurisdiction on equity to enforce payment of the claim. A scire facias is the proper remedy for foreclosing the substituted mortgage of the Langeliffe Coal Company, Limited. An appropriate action at law will lie on the agreement of September 25, 1893, to subject the property of the Langeliffe Coal Company, not included in the Brooks and Mears mortgage, to payment of the loan; and it is suggested by the learned judge of the common pleas that the agreement and mortgage may be treated as one obligation for the payment of the loan, and that a judgment on the scire facias would cover the Langeliffe Coal Company property as well as the Brooks and Mears property. The agreement of September 25, 1893, it will be observed, provides numerous and effective remedies for realizing on the capital stock of the Langeliffe Coal Company, and affords an opportunity for controlling the company itself. The sale of the Langeliffe Coal Company’s property to the present owner does not affect the plaintiff company if, as it avers, the purchaser took title to the property with notice “of all the agreements and indentures recited in this bill, and of all the facts hereinbefore set out.” The plaintiff was not affected by the agreement, exhibit “K,” canceling the [630] original contract between the Wilkes-Barre & Hudson River Improvement Company and Brooks and Mears, as it provided that the agreement should in no wise affect the lien of the mortgage given by the Langcliffe Coal Company, Limited, nor affect or impair in any manner its obligation to pay fifteen cents per ton for all coal mined. We can see no necessity for an accounting to enable the plaintiff to realize on its securities. When the mortgagee issues a scire facias on the mortgage, the amount paid and the amount yet due thereon can,, as in the ordinary case, be readily ascertained. As the bill shows no ground for an accounting, the prayer for discovery, incidental to the accounting, must be .denied. If plaintiff should find that it needs discovery in aid of its action at law, a court of equity will lend its assistance for the purpose. The exhaustive opinion filed by the trial court renders further discussion unnecessary. Decree affirmed.