Wells, J.
Jurisdiction in equity is conferred upon this court by the Gen. Sts. e. 113, § 2, to hear and determine “ suits for the specific performance of written contracts by and against either party to the contract, and his heirs, devisees, executors, administrators and assigns.” The power extends alike to written contracts of all descriptions ; but its exercise is restricted by the proviso, “ when the parties have not a plain, adequate and complete remedy at the common law.” This proviso has always been so construed and applied as to make it a test, in each particular tase, by which to determine whether jurisdiction in equity shall oe entertained. If the only relief to which the plaintiff would be entitled in equity is the same in measure and kind as that which he might obtain in a suit at law, he can have no standing upon the equity side of the court; unless his remedy at law is doubtful, circuitous, or complicated by multiplicity of parties having different interests. Charles River Bridge v. Warren [248]*248Bridge, 6 Pick. 376, 396. Sears v. Boston, 16 Pick. 357. Wilson v. Leishman, 12 Met. 316, 321. Hilliard v. Allen, 4 Cush. 532, 535. Pratt v. Pond, 5 Allen, 59. Glass v. Hulbert, 102 Mass. 24, 27. Ward v. Peck, 114 Mass.
In contracts for the sale of personal property jurisdiction in equity is rarely entertained, although the only remedy at law may be the recovery of damages, the measure of which is the difference between the market value of the property at the time of the breach, and the price as fixed by the contract. The reason is, that, in regard to most articles of personal property, the com modity and its market value are supposed to be substantially equivalent, each to the other, so that they may be readily interchanged. The seller may convert his rejected goods into money; the purchaser, with his money, may obtain similar goods; each presumably at the market price; and the difference between that and the contract price, recoverable at law, will be full indemnity. Jones v. Boston Mill Corporation, 4 Pick. 507, 511. Adderley v. Dixon, 1 Sim. & Stu. 607. Harnett v. Yeilding, 2 Sch. & Lef. 548, 553. Adams Eq. 83. Fry Spec. Perf. §§ 12, 29.
It is otherwise with fixed property like real estate. 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. When that is the extent of the right to recover at law, a bill in equity is maintainable, even in favor of the vendor, to enforce fulfilment of the contract and payment of the full amount of the price agreed on. Old Colony Railroad v. Evans, 6 Gray, 25.
Although the general subject is within the chancery jurisdiction of the court, yet inadequacy of the damages recoverable at law is essential to the right to invoke its action as a court of chancery in any particular case. The rule is the same whether applied to contracts for the sale of real or of personal estate. The difference in the application arises from the difference in the character of the subject matter of the contracts in respect to the question whether damages at law will afford full and adequate indemnity to the party seeking relief. If the character of the property be such that the loss of the contract, will not be fairly [249]*249compensated in damages based upon an estimate of its market value, relief may be had in equity, whether it relates to real or to personal estate. Adderley v. Dixon, 1 Sim. & Stu. 607. Duncuft v. Albrecht, 12 Sim. 189,199. Clark v. Flint, 22 Pick. 231. Story Eq. Jur. § 717. Adams Eq. 83. Fry Spec. Perf. §§ 11, 23, 30, 37.
The property in question in this case appears to be of such a character. It is not material, therefore, whether the interest of the plaintiff is in the nature of realty or of personalty. But the relief he seeks is not such as to require the aid of a court of equity. At the time this bill was filed the only obligation, on the part of the defendant, to be enforced either at law or in equity, was his express promise to pay a definite sum of money as an instalment towards the purchase of certain property from the plaintiff. That promise is supported by the executory agreement of the plaintiff to convey the property, contained in the same instrument, as its consideration ; but in respect of performance the several promises of the defendant are separable from the entirety of the contract, and each one may be enforced by itself as an assumpsit. The plaintiff is not obliged to sue in damages upon his contract as for a general breach. He may recover at law the full amount of the instalment due. In equity he can have no decree beyond that. He cannot come into equity to obtain precisely what he can have at law. Howe v. Nickerson, 14 Allen, 400, 406. Jacobs v. Peterborough & Shirley Railroad, , 8 Cush. 223. Gill v. Bicknell, 2 Cush. 355. Russell v. Clark, 7 Cranch, 69.
The plaintiff has no occasion for any order of the court in regard to performance by himself. At most, all that is necessary for him to do in order to recover his judgment at law, is to offer a conveyance of a portion of his interest corresponding to the amount of the instalment due.
We do not regard the fact, stated in the report, that the defendant “ also refused to pay an assessment then due, or about to become due,” for which he was bound by the contract to provide, and hold the plaintiff harmless; because that is immaterial upon demurrer, there being no allegation in the bill in reference to it. And besides, there would be sufficient remedy at law for bu th a breach, if it were sufficiently alleged and proved.
[250]*250If the plaintiff will be compelled to bring several actions foi his full remedy at law, it is because he has a contract payable in instalments; that is, he may have several causes of action. But he may sue them severally, or he may join them all in one suit, when all shall have fallen due, at his own election. He is not driven into equity to escape the necessity of many suits at law.
It is true, as the plaintiff insists, that a different rule exists in the English courts of chancery; and that in numerous cases, not unlike the present, relief in equity has there been granted by decree for payment of a sum of money due by contract, although equally recoverable at law. The maxim which, as we apply it, makes the want of adequate remedy at law essential to the right to have relief in equity in each case, has always been attached to chancery jurisdiction. But in the English courts it has been rather by way of indicating the nature and origin of the jurisdiction, and defining the class of rights or subjects to which it attaches, than as a constant limit upon its exercise. Courts of chancery were created to supply defects in proceedings at common law. Story Eq. Jur. §§ 49, 54. Their jurisdiction grew out of the exigencies of the earlier periods in the judicial history of the country, and was from time to time enlarged to meet those exigencies. Its limits, having become defined and fixed by usage, have not contracted as the jurisdiction of the common law courts was extended.
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Wells, J.
Jurisdiction in equity is conferred upon this court by the Gen. Sts. e. 113, § 2, to hear and determine “ suits for the specific performance of written contracts by and against either party to the contract, and his heirs, devisees, executors, administrators and assigns.” The power extends alike to written contracts of all descriptions ; but its exercise is restricted by the proviso, “ when the parties have not a plain, adequate and complete remedy at the common law.” This proviso has always been so construed and applied as to make it a test, in each particular tase, by which to determine whether jurisdiction in equity shall oe entertained. If the only relief to which the plaintiff would be entitled in equity is the same in measure and kind as that which he might obtain in a suit at law, he can have no standing upon the equity side of the court; unless his remedy at law is doubtful, circuitous, or complicated by multiplicity of parties having different interests. Charles River Bridge v. Warren [248]*248Bridge, 6 Pick. 376, 396. Sears v. Boston, 16 Pick. 357. Wilson v. Leishman, 12 Met. 316, 321. Hilliard v. Allen, 4 Cush. 532, 535. Pratt v. Pond, 5 Allen, 59. Glass v. Hulbert, 102 Mass. 24, 27. Ward v. Peck, 114 Mass.
In contracts for the sale of personal property jurisdiction in equity is rarely entertained, although the only remedy at law may be the recovery of damages, the measure of which is the difference between the market value of the property at the time of the breach, and the price as fixed by the contract. The reason is, that, in regard to most articles of personal property, the com modity and its market value are supposed to be substantially equivalent, each to the other, so that they may be readily interchanged. The seller may convert his rejected goods into money; the purchaser, with his money, may obtain similar goods; each presumably at the market price; and the difference between that and the contract price, recoverable at law, will be full indemnity. Jones v. Boston Mill Corporation, 4 Pick. 507, 511. Adderley v. Dixon, 1 Sim. & Stu. 607. Harnett v. Yeilding, 2 Sch. & Lef. 548, 553. Adams Eq. 83. Fry Spec. Perf. §§ 12, 29.
It is otherwise with fixed property like real estate. 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. When that is the extent of the right to recover at law, a bill in equity is maintainable, even in favor of the vendor, to enforce fulfilment of the contract and payment of the full amount of the price agreed on. Old Colony Railroad v. Evans, 6 Gray, 25.
Although the general subject is within the chancery jurisdiction of the court, yet inadequacy of the damages recoverable at law is essential to the right to invoke its action as a court of chancery in any particular case. The rule is the same whether applied to contracts for the sale of real or of personal estate. The difference in the application arises from the difference in the character of the subject matter of the contracts in respect to the question whether damages at law will afford full and adequate indemnity to the party seeking relief. If the character of the property be such that the loss of the contract, will not be fairly [249]*249compensated in damages based upon an estimate of its market value, relief may be had in equity, whether it relates to real or to personal estate. Adderley v. Dixon, 1 Sim. & Stu. 607. Duncuft v. Albrecht, 12 Sim. 189,199. Clark v. Flint, 22 Pick. 231. Story Eq. Jur. § 717. Adams Eq. 83. Fry Spec. Perf. §§ 11, 23, 30, 37.
The property in question in this case appears to be of such a character. It is not material, therefore, whether the interest of the plaintiff is in the nature of realty or of personalty. But the relief he seeks is not such as to require the aid of a court of equity. At the time this bill was filed the only obligation, on the part of the defendant, to be enforced either at law or in equity, was his express promise to pay a definite sum of money as an instalment towards the purchase of certain property from the plaintiff. That promise is supported by the executory agreement of the plaintiff to convey the property, contained in the same instrument, as its consideration ; but in respect of performance the several promises of the defendant are separable from the entirety of the contract, and each one may be enforced by itself as an assumpsit. The plaintiff is not obliged to sue in damages upon his contract as for a general breach. He may recover at law the full amount of the instalment due. In equity he can have no decree beyond that. He cannot come into equity to obtain precisely what he can have at law. Howe v. Nickerson, 14 Allen, 400, 406. Jacobs v. Peterborough & Shirley Railroad, , 8 Cush. 223. Gill v. Bicknell, 2 Cush. 355. Russell v. Clark, 7 Cranch, 69.
The plaintiff has no occasion for any order of the court in regard to performance by himself. At most, all that is necessary for him to do in order to recover his judgment at law, is to offer a conveyance of a portion of his interest corresponding to the amount of the instalment due.
We do not regard the fact, stated in the report, that the defendant “ also refused to pay an assessment then due, or about to become due,” for which he was bound by the contract to provide, and hold the plaintiff harmless; because that is immaterial upon demurrer, there being no allegation in the bill in reference to it. And besides, there would be sufficient remedy at law for bu th a breach, if it were sufficiently alleged and proved.
[250]*250If the plaintiff will be compelled to bring several actions foi his full remedy at law, it is because he has a contract payable in instalments; that is, he may have several causes of action. But he may sue them severally, or he may join them all in one suit, when all shall have fallen due, at his own election. He is not driven into equity to escape the necessity of many suits at law.
It is true, as the plaintiff insists, that a different rule exists in the English courts of chancery; and that in numerous cases, not unlike the present, relief in equity has there been granted by decree for payment of a sum of money due by contract, although equally recoverable at law. The maxim which, as we apply it, makes the want of adequate remedy at law essential to the right to have relief in equity in each case, has always been attached to chancery jurisdiction. But in the English courts it has been rather by way of indicating the nature and origin of the jurisdiction, and defining the class of rights or subjects to which it attaches, than as a constant limit upon its exercise. Courts of chancery were created to supply defects in proceedings at common law. Story Eq. Jur. §§ 49, 54. Their jurisdiction grew out of the exigencies of the earlier periods in the judicial history of the country, and was from time to time enlarged to meet those exigencies. Its limits, having become defined and fixed by usage, have not contracted as the jurisdiction of the common law courts was extended. It has always been held that jurisdiction once acquired in chancery, over any subject or class of rights, is not taken away by any subsequent enlargement of the powers of the courts of common law, nor by reason of any new modes of remedy that may be afforded by those courts. Story Eq. Jur. § 64 i. Snell Eq. 335. Slim v. Croucher, 1 De G., F. & J. 518.
Hence arose a wide range of concurrent jurisdiction, within which chancery proceeded to administer appropriate remedies, without regard to the question whether a like remedy could be had in the courts of law. Colt v. Woollaston, 2 P. Wms. 154. Green v. Barrett, 1 Sim. 45. Blain v. Agar, 2 Sim. 289. Cridland v. De Mauley, 1 De G. & S. 459. Evans v. Bicknell, 6 Ves. 174. Burrowes v. Lock, 10 Ves. 470. One of its maxims was that there must be mutuality of right to avail of that jurisdio. kion. Accordingly, if the contract or cause of complaint was [251]*251Buch that one of the parties might require the peculiar relief which chancery alone could afford, it was frequently held that the principle of mutuality required that jurisdiction should be equally maintained in favor of the other party, who sought and could have no other relief than recovery of the same amount of money due or measure of damages as would have been awarded by judgment in a court of law. Hall v. Warren, 9 Ves. 605. Walker v. Eastern Counties Railway, 6 Hare, 594. Kenney v. Wexham, 6 Mad. 355.
In contracts respecting land there is an additional consideration for maintaining jurisdiction in equity in favor of the vendor as well as the vendee, which is doubtless much more influential with the English courts than it can be here; and that is the doctrine of equitable conversion. It is referred to as a reason for the exercise of jurisdiction at the suit of the vendor, in Cave v. Cave, 2 Eden, 139. Eastern Counties Railway v. Hawkes, 5 H. L. Cas. 331. Fry Spec. Perf. § 23.
In Massachusetts, instead of a distinct and independent Court of Chancery, with a jurisdiction derived from, and defined and fixed by long usage, we have certain chancery powers conferred upon a court of common law; whose jurisdiction and modes of remedy, as a court of law, had already become extended much beyond those of the English courts of common law, partly by statutes and partly by its own adaptation of its remedies to the necessities which arose from the absence of a Court of Chancery. This difference in the relations of the two jurisdictions would alone give occasion for different rules governing their exercise. Black v. Black, 4 Pick. 234, 238. Tirrell v. Merrill, 17 Mass. 117, 121. Baker v. Biddle, Baldw. 394.
The successive statutes by which the equity powers of this court have been conferred or enlarged have always affixed to their exercise the condition that “ the parties have not a plain, adequate and complete remedy at the common law.” This has been construed as referring “ to remedies at law as they exist under our statutes and according to our course of practice.” Pratt v. Pond, 5 Allen, 59. It has also been repeatedly held that, in reference to the range of jurisdiction conferred, the several statutes were to be construed strictly. Black v. Black, and Charles River Bridge v. Warren Bridge, ubi supra.
[252]*252No reason or necessity remains for the maintenance of concur* cent jurisdiction, except for the sake of a more perfect remedy in equity when the plaintiff shall establish his right to it. And such we understand to be the purport and intent of our statutes upon the subject. Milkman v. Ordway, 106 Mass. 232. Angell v. Stone, 110 Mass. 54.
A similar restriction upon the equity jurisdiction of the federal courts is so construed with great strictness. Oelrichs v. Spain, 15 Wall. 211, 228. Grand Chute v. Winegar, Ib. 373. Insurance Co. v. Bailey, 13 Ib. 616. Parker v. Winnipiseogee Lake Cotton & Woollen Co. 2 Black, 545. Baker v. Biddle, Baldw. 394. See also Woodman v. Freeman, 25 Maine, 531; Piscataqua Ins. Co. v. Hill, 60 Maine, 178.
Even in courts of general chancery powers and of independent organization, while the pówer to entertain bills relating to all matters which, in their nature, are within their conqurrent juris-' diction, is maintained, yet the usual course of practice is to remit parties to their remedy at law, provided that be plain and adequate, unless for some reason of peculiar advantage which equity is supposed to possess, or some other cause influencing the discretion of the court. Kerr on Fraud & Mistake, 45. Bispham Eq. § 200; also § 37. Snell Eq. 334. Clifford v. Brooke, 13 Ves. 131. Whitmore v. Mackeson, 16 Beav. 126. Hammond v. Messenger, 9 Sim. 327. Hoare v. Bremridge, L. R. 14 Eq. 522; S. C. L. R. 8 Ch. 22.
The doctrine of Colt v. Woollaston, 2 P. Wms. 154, and Green v. Barrett, 1 Sim. 45, though not expressly overruled, has been questioned, (Thompson v. Barclay, 9 Law J. Ch. 215, 219,) and does not seem to govern the usual practice of the courts. See cases above cited, and Newham v. May, 13 Price, 749.
But, independently of statute restrictions, the objection that the plaintiff may have a sufficient remedy or defence at law in the particular case is a matter of equitable discretion rather than of jurisdictional right; and is therefore not always available on demurrer. Colt v. Nettervill, 2 P. Wms. 304. Ramshire v. Bolton, L. R. 8 Eq. 294. Hill v. Lane, L. R. 11 Eq. 215. Barry v. Croskey, 2 Johns. & Hem. 1.
According to the practice in this Commonwealth, on ' the other hand, under the statutes relating to the exercise of jurisdiction in [253]*253equity, a bill is demurrable, not only if it show that the plaintiff has a remedy at law, equally sufficient and available, but also if it fail to show that he is without such remedy. Pool v. Lloyd, 5 Met. 525, 529. Woodman v. Saltonstall, 7 Cush. 181. Pratt v. Pond, 5 Allen, 59. Clark v. Jones, 5 Allen, 379. Metcalf v. Cady, 8 Allen, 587. Mill River Loan Fund Association v. Claflin, 9 Allen, 101. Commonwealth v. Smith, 10 Allen, 448. Bassett v. Brown, 100 Mass. 355. Same v. Same, 105 Mass. 551, 560. The demurrer therefore must be sustained, and the
Bill dismissed.