American Broaching Machine Co. v. Members of Marlborough Board of Trade , 231 Mass. 522 ( 1919 )

Carroll, J.

The plaintiff LaPointe alleges that he was looking for a factory site in Marlborough and conferred, with members of the board of trade of that city. On October 10,1917, the board of trade made an offer in writing to purchase a suitable site in Marlborough and erect a building, provided LaPointe would form a corporation and purchase at its par value $20,000 of the common stock. Frank L. Gage and Stunner C. Gage were to purchase common stock at par to the extent of. $2,000, on condition that Sumner C. Gage should become the treasurer of the corporation. This offer was rejected by LaPointe. In answer to his letter Frank L. Gage said, “ eliminate us from the agreement and we, with the Board of Trade will stand by the rest of the agreement; ” and closed by saying, “We shall be glad to see you at your earliest convenience and receive your word to go ahead on the lines desired by you.” It is also alleged that a contract in writing was made November 3, 1917, between the plaintiff the American Broaching Machine Company, a corporation which was organized November 7, 1917, and the defendant Marlborough Building Association of Massachusetts, a corporation, by which the building association was to build and the machine company was to purchase certain real estate to be conveyed to it on or before November 15, 1917, by a “good and sufficient Warranty deed.” The, purchase price was $1,500. One hundred dollars was paid on the date of the agreement, and on the day of delivery of the deed. “Nine hundred X 100 dollars are to be paid in cash . . . and the remainder is to be paid” in preferred stock of the American Broaching Machine Company. The agreement stipulated that, if the building association was unable to give title, “payments made under this agreement shall be refunded, and all other obligations of either party hereunto shall cease.” Later, on November 14, 1917, the time for performance was extended to December 1, 1917. It is further stated that the defendant Gage agreed with the defendant McGee to construct the building, which agreement, the plaintiffs allege, was not assented to by them.

About November 9,1917, it was found that the title was imper-feet. In one paragraph there is an averment that the defendants Howe and Fletcher knew that the title was defective and “ they colluded with the board of trade’s officers in an attempt to fraudulently work off a bad title” on the plaintiffs. There is also an averment that the plaintiffs were put to expense and the members of the board of trade “conspired to intimidate and oppress the plaintiffs,” by bringing two actions of law against them; that the members of the board of trade have “ denied any employment of the defendant Charles McGee;” and that McGee “has informed the plaintiffs that he is about to bring an action at law against them.” The bill also prays for an accounting under the offer of October 10, 1917, the letter to Gage, and his reply; that the damages, if any, due the Marlborough Building Association be established and ordered paid; that damages due the defendant McGee and the plaintiffs’ damages caused by the board of trade be paid; that the amount due “McGee or Marlborough Building Association, or plaintiffs,” shall be "determined, and the “proportion of contribution of each.” There is also,a prayer for an injunction restraining the prosecution of the action at law.

There were several amendments to the bill, — one alleging that the agreement of sale of November 3 “constituted a trust for the benefit of the defendant board of trade;” by another, LaPointe made no claim for damages as an individual and “No remedy is sought in this action for the fraud and conspiracy which has been set out merely as inducement to show the need of equitable relief.” In the Superior Court all the defendants, except McGee, demurred; the demurrers were sustained and a decree was entered dismissing the plaintiffs’ bill.

The negotiations with the Marlborough Board of Trade contemplated the securing of a factory site for LaPointe and the corporation he was to organize." The result of these negotiations was the contract between the American Broaching Machine Company and the Marlborough Building Association. LaPointe does mot now ask compensation in damages; and even if it be assumed that the American Broaching Machine Company has any claim against the members of the Marlborough Board of Trade, it has a plain, adequate and complete remedy at law and cannot ask for relief in equity. If the contract between the American Broaching Machine Company and the Marlborough Building Association was broken by the latter, the former can settle all its rights by an action at law and there is no reason why it should resort to a courtrof equity. The averment that the contract between the two corporations “constituted a trust for the benefit of the defendant board of trade,” is insufficient to establish a right to equitable relief.

If the contractor McGee brings an action at law against the plaintiff corporation, we see no reason why it cannot fully and completely ^protect its rights in such an action. See McNeil v. Ames, 120 Mass. 481, 486. No reason is shown for restraining the Marlborough ■ Building Association from prosecuting the actions at law.

Without considering whether the bill is multifarious, it is enough to say that no error of law appears. The plaintiffs have a full, adequate and complete remedy at law, and the demurrers were sustained properly.

Decree dismissing the hill affirmed with costs.