Hyer v. Richmond Traction Co., 168 U.S. 471 (1897)

Contents:
Author: Justice Brown

Show Summary

Hyer v. Richmond Traction Co., 168 U.S. 471 (1897)

MR. JUSTICE BROWN, dissenting.

MR. JUSTICE PECKHAM and myself are unable to concur in that part of the opinion of the Court which holds that the complainant is not entitled to relief in equity. Neither the agreement between Hyer and Shield of August 9, 1895, nor the negotiations of these parties with the Common Council of the City of Richmond contemplated or implied a partnership between them. Not only is it a fact of which we may take notice that street railways are universally constructed and operated by corporations, but it was one of the stipulations of the agreement of August 9, 1895, that "the application and franchise to be presented to the Common Council of the City of Richmond" should "be that of the Richmond Traction Company for the building of an overhead trolley or cable railway system." The franchise of June 17, 1895, was granted by an ordinance of this council to Hyer and his associates under the corporate name of the Richmond Conduit Railway Company, while the rival competing scheme of Shield was applied for under the name and style of the Richmond Traction Company. Not only must the Common Council have understood that it was contracting with a corporation, but there is nothing to show that it placed any special reliance upon the personal qualities of Shield or his associates. Indeed, the facts set forth in the bill in this connection show conclusively there could have been no such reliance.

While the entire stock of the Richmond Traction Company may have been taken in their names, there was nothing to prevent that stock from being transferred at any time to other parties, nor could the city have had any personal claim against Shield or his associates. The transaction was with the corporation, and with the corporation alone, and, in a legal point of view, it was a matter of entire indifference to the city who became the owners of the stock. The entire stock of the company might have been transferred to other parties the day after the charter was granted without any violation of its provisions. In fact, the Common Council is alleged to have understood that the interests of the two companies had been consolidated, and granted the charter to the traction company with knowledge that Hyer and his associates were to participate equally in the enterprise.

Under such circumstances, we think it clear that the court should have entertained a bill for the specific performance of this contract, and not have relegated the parties to the doubtful and unsatisfactory remedy of an action at law. We understand the rule to be, as stated by Cook on Stock and Stockholders, section 338, that

if the stock contracted to be sold is easily obtained in the market, and there are no particular reasons why the vendee should have the particular stock contracted for, he is left to his action for damages. But where the value of the stock is not easily ascertainable, or the stock is not to be obtained readily elsewhere, or there is some particular and reasonable cause for the vendee’s requiring the stock contracted to be delivered, a court of equity will decree a specific performance, and compel the vendor to deliver the stock.

This principle is particularly applicable to a case of this kind, where the corporation was but recently formed, the railroad yet unconstructed, and its shares of uncertain value, if, indeed, they had any market value at all. To require the complainant under these circumstances to bring a personal action for a breach of contract against Shield, who is alleged to be hopelessly insolvent and wholly unable to respond in damages, is to offer him the shadow and deny him the substance of relief.

Contents:

Related Resources

None available for this document.

Download Options


Title: Hyer v. Richmond Traction Co., 168 U.S. 471 (1897)

Select an option:

*Note: A download may not start for up to 60 seconds.

Email Options


Title: Hyer v. Richmond Traction Co., 168 U.S. 471 (1897)

Select an option:

Email addres:

*Note: It may take up to 60 seconds for for the email to be generated.

Chicago: Brown, "Brown, J., Dissenting," Hyer v. Richmond Traction Co., 168 U.S. 471 (1897) in 168 U.S. 471 168 U.S. 487–Joint_168 U.S. 488. Original Sources, accessed February 6, 2023, http://www.originalsources.com/Document.aspx?DocID=8MHAXL9ENZVFPY2.

MLA: Brown. "Brown, J., Dissenting." Hyer v. Richmond Traction Co., 168 U.S. 471 (1897), in 168 U.S. 471, pp. 168 U.S. 487–Joint_168 U.S. 488. Original Sources. 6 Feb. 2023. http://www.originalsources.com/Document.aspx?DocID=8MHAXL9ENZVFPY2.

Harvard: Brown, 'Brown, J., Dissenting' in Hyer v. Richmond Traction Co., 168 U.S. 471 (1897). cited in 1897, 168 U.S. 471, pp.168 U.S. 487–Joint_168 U.S. 488. Original Sources, retrieved 6 February 2023, from http://www.originalsources.com/Document.aspx?DocID=8MHAXL9ENZVFPY2.