* perhaps, hardly any requirement laid down as absolutely necessary for such a decree the want of which may not be supplied; and it may be even more strongly said that no circumstances, and no fact or claims would lead a court of equity to grant such a decree, if upon the whole case it would certainly work injustice, (g) It does not follow, however, that there are not rules which may be distinctly laid down, which the courts generally recognize and regard, and by which the very great majority of cases are decided.

The most general rule, which lies at the foundation of an equitable decree for specific performance, and to which all other rules are or should be subordinate, is, that this equity arises * whenever a contract is broken which was binding at law, and the remedy at law is plainly inadequate, (h) unreasonable by way of general rule, yon may very well, in a particular case, come to a balance of inconvenience, and determine the propriety of leaving the plaintiff to his legal remedy by recovery of damages." But the court will not inquire into equities outside of the case, as it properly presents itself for judicial determination, Thus, if the consideration of the defendant's contract is a covenant of indemnity agreed to be given by the plaintiff, and the plaintiff does give such covenant, his subsequent breach of it is not a ground upon which the defendant can refuse a specific performance of his own agreement. Gibson v. Goldsmid, 5 De G. M. & G. 757,27 Eng. L. & Eq. 588. In that case the maxim, that he who asks equity must do equity, was much discussed, and the extent of its operations defined, by the Lords Justices. (g) Webb v. Direct London and Portsmouth Ry. Co. I De G. M. & G. 521; Stuart p. London and Northwestern Ry. Co. 1 De G. M. & G. 721 (with these two cases compare Hawkes v. Eastern Counties Ry. Co. 1 De G. M. & G. 737); Myers v. Watson, 7 Eng. L. & Eq. 69, 1 Sim. (n. s.) 523; Seymour v. Delancey, 6 Johns. Ch. 223; Clark v. Rochester, etc. Railroad, 18 Barb. 350; Wadsworth v. Manning, 4 Md. 59; Waters v. Howard, ubi supra. Bowles n. Woodson, 6 Gratt 78, where the plaintiff's conduct had been such as to induce the defendant to entertain and act upon the belief that the contract was rescinded. See also Porter v. Dougherty, 25 Pa. 405. If a contract, fair and equal at the time it was entered into, afterwards, from a change of circumstances (such change not being occasioned by the fault of the defendant), is made to operate with peculiar hardship upon him, a court of equity may refuse to enforce it. Perkins v. Wright, 3 Harris & McH. 324, where a specific performance was not granted of an agreement to convey land for a consideration payable in continental money, which had since greatly depreciated. And see Lawrence v. Doraey, 4 Harris & McH. 205. Where a change of circumstances has rendered a specific performance, according to the letter of the contract, inequitable, the court may execute the contract with a proper and conscientious modification, upon the plaintiff's consenting to such modification, and, as Lord Rede&daU has said, it is the advantage of a court of equity that it can modify the demands of parties according to justice. Davis v. Hone, .2 Sch. & L. 341, 348. The court, in such a case, does not impose the alteration upon the plaintiff, but makes his acceptance of it the condition of its interference in his behalf. Cooper v, Pena, 21 Cal. 404.

(h) "It is only where the legal remedy is inadequate or defective, that it becomes necessary for courts of equity to interfere. . . I will not say courts of equity have in every instance confined themselves within this line; but, this being the principle, I will not deviate from it further than bound by precedent and authority. In the present case, complete justice can be done at law." Sir Wm. Grant, M. R., Flint v. Brandon, 8 Ves. 163. That was a case where specific performance was refused to be decreed of a covenant by a lessee to fill up or make good a gravel-pit. The general rule is, that a recovery of damages at law precludes a resort to a court of equity. Sainter v. Ferguson, 1 Macn. & G. 286.

It has been recently held in England, by the Master of the Bolls, that the safety or convenience of the public is a sufficient reason for refusing specific performance of a contract of a railway company with a landholder. But his decision was reversed, (hh)l

Formerly, it is said, the court sent the party to law, and, if he recovered damages, then entertained the suit, but not otherwise, (i) There is no such practice now. (j) But equity will not give this relief, or relief in the nature of specific performance, in cases where there can be neither remedy nor action at law. (k)

Although a covenant in gross is not at law binding on an assignee of the land, yet, if he have notice, he may be bound by it in equity, (kk) 2

It was in one case ingeniously contended, that a promise to pay the damages suffered by the breach of a covenant in a deed, might be considered as involved in the contract of the covenant, so that the damages having been liquidated by the verdict of a jury, a court of equity had jurisdiction to enforce payment of the sum so assessed, if, by reason of special circumstances, the judgment at law on the verdict could not be perfected; but the attempt was unsuccessful. Jenkins v. Parkinson, 2 Mylne & K. 8.

(hh) Raphael v. Thames Valley R. R. Co. Law Rep. 2 Ch. 147. With respect to corporations, and persons filling public offices, it is worthy of note, that they may be capable of suing and being sued for some purposes, without being competent parties to a suit of this nature. Thus it does not follow, that because certain persons, vested with special statutory powers, as the Commissioners of Woods and Forests, in England (who have a power to sell or demise certain crown-lands, but have no estate in the lands), are enabled in some cases to sue and be sued, that they have a right to sue, or are liable to be sued, in respect of the specific performance of agreements relating to the demise or sale of such lands. Merse v Seymour, 13 Beav. 254. As to infants and married women, vide post, section 7. As to how far the compulsory taking of land by railway corporations, in the exercise of their statutory powers, places the companies and the land-owners in the relative situation of purchasers and vendors, see the judgment of Lord Cottenham, C. J., Adams v. London and Black wall Ry. Co. 2 Macn. & G. 127. See also Clarke w. Rochester, etc. R. R. Co. 18 Barb. 350; Gallagher v. Fayette Co. R. R. Co. 38 Pa. 102.