Johnson v. Roanoke Land & Improvement Co.

Lewis, P., delivered the opinion of the court. The bill alleges that the defendant company wrongfully and in violation of the understanding between the parties, withheld copies of the sealed contracts until after the completion of the work, but, nevertheless, directed, and received the benefit of, many alterations in the original plan of the work, which involved the expenditure of much additional time and money by the complainant. These allegations the demurrer admits to be true. Ought the.company, then, being thus in default, and having received the benefit of the complainant’s expenditures, to be permitted by technical objections to defeat a recovery, when, but for that default, there would probably have been no departure from the written contracts? Clearly it ought not to be heard to make such a defence. The complainant, under the circumstances—the original contracts being in Philadelphia, and copies not having been made—may have not unnaturally overlooked the requirements in respect to the written estimates and signature of the company’s engineer, as he alleges in the [288] bill was the fact, and have relied upon the good faith of the company to make compensation for the alterations and extra work. Nor is it necessary to inquire whether the complainant was absolved from the necessity of complying with that requirement by reason of the company’s failure to furnish copies of the contracts; or, in other words, whether the remedy at law is adequate and complete. For however that may be, it is not for the company to say that it is, having prevented a recovery at law. The case is analogous in principle, to that of Radcliffe v. High, 2 Rob. 271. There the plaintiffs sold and conveyed to the defendant a tract of land, reciting in the deed that the purchase money had been paid. In point of fact, the purchase money had not been paid. Afterwards, in an action of assumpsit for the purchase money, the defendant filed a plea of estoppel, relying upon the acknowledgment of payment in the deed; and the plaintiffs, being satisfied that the plea would prevent their recovery at law, dismissed the action. Thereupon, they 'filed their bill in equity, praying that the defendant be decreed to pay the purchase money. The circuit court dismissed the bill, but on appeal to this court, the decree was reversed. Judge Stanard, in delivering the opinion of the court, said that the legal remedy having been successfully obstructed by the plea at law, the case was a clear one for equitable relief-“The court,” he said, “without deciding whether the defence ought to have availed at law, is of opinion that in this case it is not for the defendant to say it ought not, while he enjoys the benefit of the successful use of it at law.” A decree was accordingly entered for the plaintiffs. In Sturtevant v. Goode, 5 Leigh, 83, the parties entered into articles of agreement for the erection of a house upon certain terms. The defendant (the owner) retained possession of the [289] agreement, and refused to deliver it up, so that the plaintiff being embarrassed in the prosecution of his action at law, dismissed it. He thereupon sought relief in equity, and the jurisdiction was sustained. “I have rarely known a case,” said Tucker, P., “in which the objection to the jurisdiction of equity was made with less propriety by a defendant.” In the present case copies of the contracts, it is true, were furnished, but not until after the work had been completed and accepted. And had they been furnished at the time agreed upon, as a guide for the action of the parties, it is quite probable this controversy would not have arisen. We are satisfied the bill on its face presents a proper case for equitable relief. To hold otherwise would be to permit the defendant company to take advantage of its own wrong; for having withheld the contracts during the entire progress of the work, it would be a fraud upon the complainant for it now to escape liability for work done at its own direction, and of which it has received the benefit, on the ground of a mere technical departure from the letter of the contracts. Moreover, independent of any question of fraud, a court of equity is not always governed, in the enforcement of contracts, by the same rules which prevail at law. It often happens that relief is decreed, in respect to contracts, where, from some lack of legal formality or condition, no action at law can be maintained. Cases of this class, says a learned writer, “embrace those contracts in which the plaintiff, by reason either of some extrinsic circumstance, or of his own default, has not performed, or even cannot perform, all the conditions on his part necessary to be performed in order that an action at law may be maintained thereon; but which, nevertheless, a court of equity regards as binding and will enforce,” a distinction being observed between those stipulations which are of the essence [290] of the contract and those which are not. 3 Pom. Eq., sec. 1297. It follows that in sustaining the demurrer the hustings court erred. The decree will therefore be reversed, the demurrer overruled, and the cause remanded for further proceeding. Fauntlbroy, J., dissented. Decree reversed.