Boston & Maine Railroad v. Babcock

57 Mass. 228

• Court: Massachusetts Supreme Judicial Court
• Decided: March 15, 1849
• Status: Published

Opinion

Fletcher, J.

*

This is also a bill for the specific performance of a contract, which is annexed to and made a part of the bill. The court understand this contract to mean, that the defendant agreed to receive payment at the rate of twenty cents a square foot, for such portion of the land referred to, as the plaintiffs should take, in the exercise of the power given them in their charter, to take land for the purposes of their road. It seems impossible to put any other construction upon the terms of the contract. In the first part of the contract, the defendant agrees to sell the plaintiffs a certain piece of land, by metes and bounds, for a stipulated price. He then agrees to sell them “ the land they take on the northerly side of the turnpike ” at twenty cents a foot “ for each and every foot so taken by said company.” The agreement is not to sell the land generally, at so much a foot; nor to sell such land as the plaintiffs may elect to take; nor such land as they shall accept the offer of; but such land as they actually take, that is, such land as they had full power to take; and, for land so taken, they are to pay and the defendant to receive twenty cents a foot. By the terms of the contract, it is distinctly announced, that the act of taking is expected to be the separate, independent act of the plaintiffs. These terms clearly import the exercise of a power on their part; such a power as it was well known belonged to them, and which might be exercised to give effect to the agreement.

It was perfectly natural, that the corporation should wish to fix the amount, which they would be obliged to pay for land before taking it. The location of the road might be determined by the price to be paid for the land. The contract thus understood, therefore, was a perfectly natural and reasonable one, on the part of the plaintiffs, and such, it is believed, as is frequently made by railroad corporations. Before actually taking the land, as they had a right to do, they agreed upon the damages they would have to pay for it; and the quantity was, of course, by the terms of the contract, limited to the amount they might rightfully and properly take, under and by virtue of their charter.

Now the bill, as framed, does not entitle the plaintiffs to enforce the performance of this contract. It does not appear, by the bill, that the corporation took any of the land referred to in the contract, under and by virtue of their charter, in the mode and with the formalities required by law. As it was in reference only to land which should be so taken, that the defendant, stipulated, and it does not appear that any has been so taken, the plaintiffs can have no decree against the defendant.

But if the import and meaning of the contract were merely doubtful, it would not be in accordance with the principles of equity, to compel a specific performance. If contracts are not so certain in themselves, as to enable the court to arrive at the clear result of what is meant by all the terms contained in them, they will not be specifically enforced. It would be inequitable to carry a contract into effect, where the court are left in doubt as to the intention of the parties; for, in such case, the court might decree what the parties never intended or contemplated.

Wilde, J., did not sit in this case.