Appeal of the Brush Electric Co.

Mr. Justice Gordon

delivered the opinion of the court

The plaintiffs’ bill was summarily dismissed by the court below, on the ground that they had an adequate remedy at law. In this ifc overruled the Master, who, though finding the facts in favor of the defendant, yet was of the opinion that the bill should be retained until the stock, which the defendant had received from the Brush company, in execution of the contract of the 31st of March, 1883, should be returned.

In this he was undoubtedly correct, and the court erred in not adopting his recommendation. Equitable jurisdiction does not depend on the want of a common law remedy, for whilst there may be such a remedy it may be inadequate to meet all the requirements of a given case, or to effect complete justice between the contending parties, hence, the exercise of chancery powers must often depend on the sound discretion of the court: Bierbower’s Appeal, 11 Out., 14. So a bill may be sustained solely on the ground that it is the most convenient remedy: Kirkpatrick v. McDonald, 1 Jo., 387. But the bill, in this ease, prays for the specific execution of the contract of the 31st of March, 1883; a contract which, according to the finding of the Master, the defendant company might elect either to affirm or rescind. If it chose to affirm, an account became necessary, for there was no convenient method of ascertaining the number of carbons bought from other parties than the Brush company, except by the books, bills and other evidence within the power of the defendant. If, on the other hand, a rescission should be preferred, then it is clear that the plaintiffs must be restored to the status which they occupied „at the date of the contract. In execution of this contract, and as part of its consideration, the Brush company assigned to the Allegheny company some fifty-five hundred dollars’ worth of the stock of the latter, and we agree with the Master, that this bill ought not to be dismissed until that stock is returned.

But the above narrative establishes the fact that the common law remedy of covenant cannot be used, in any view of this case, to adjust the rights of the parties, and administer specific justice. Whilst this remedy has been, and may still be used to enforce the performance of a contract, yet a more inconvenient and inefficient one could scarcely be devised, so that since our courts have been clothed with equity powers it is seldom or never resorted to. We have, therefore, no hesitation in agreeing with the learned Master, that the plaintiffs’ remedy at law is not complete, adequate and satisfactory; that the damages sustained by them can be better found and adjusted by a master than by a jury, and that the defendant should be put to an account should it fail to return the stock.

With reference to the Master’s finding of facts, we cannot undertake to say that he has committed any serious error, though we would not go as far as the court has done in saying that he might well have found that the word “ carbons ” had been fraudulently inserted, by the plaintiffs, in the1 contract of 1888.

It.certainly was enough to say,-that not being in accord with the resolution of February 3d, and having been inadvertently overlooked at the time of signing, it was not to be regarded as part of the defendant’s, contract. Nor is it altogether clear that the mistake thus found was of such a character as should rescind the contract, for if the defendant’s officers executed it without examination, notwithstanding the opportunity that was afforded them of so doing; if it was, indeed, as the Master reports, laid before the defendant's directors before its'execution, and if there was no fraud on part of the plaintiffs, we can scarcely see how the mistake can be attributed to anything but the supine negligence of the defendant’s agents. This, however, being a matter for the consideration of the court below, we forbear to dwell upon it.

The decree is now reversed at the costs of the appellee, and the court is directed to proceed to a final decree.