This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Contracts for the sale of personal property which has a market value, which is bought and sold in open market, and which has no special or unique value, are generally such as can be compensated adequately by an action at law. The remedy at law is adequate, since with the unpaid purchase money and the damages recovered by action the vendee can buy in open market property of the same character as that contracted for, if the vendor is the party in default; while the vendor can sell his property in the market and the purchase price thus obtained, together with the damages recovered by action, will place him in the same situation as he would have been in had the vendee performed, where the vendee is in default. Specific performance is therefore denied in such cases.1 There is, however, no arbitrary rule forbidding specific performance of contracts relating to personalty merely because it is personalty.2 The reason for refusing in most cases to grant specific performance of contracts of this class is that the law gives an adequate remedy in damages, and wherever this reason fails the rule, too, fails.3 Among the classes of cases in which it is held that the remedy at law for contracts for the sale of per-v sonalty is inadequate the following are the more important: The property contracted for may be necessary to enable the vendee to carry on his business, and may be very limited in quantity,4 or not to be obtained except from the vendor.5 So a contract to sell a certain quantity of wood pulp annually for a term of years has been enforced specifically, where the future price of the wood and the cost of obtaining it is uncertain, and it is difficult to estimate damages because of the chances of destruction of the timber by fire or possible action of the state in taking it by eminent domain.6 The personalty contracted for may have special value for evidentiary purposes, such as documents of different kinds.7 Deeds and muniments of title are the commonest examples of this class.8 This form of relief " that coerces the delivery of the instruments " has, however, been held to be of " nature dissimilar and separate " from specific performance.9 The personalty contracted for may have unique associations,10 as objects of historical interest,11 as the Pusey Horn, which had gone with the estate of the plaintiff from time immemorial and by which such estate was held,12 or an altar piece, which had been part of the estate of the Percys, and which the Duke of Somerset had acquired as treasure-trove,13 or family heirlooms.14 A stock of goods connected with an existing business has an especial and peculiar value in connection with the transfer of such business. So a contract to sell an entire stock of goods15 or to sell an interest in a partnership16 has been specifically enforced. Specific performance of a contract by a partnership to convey its property to a corporation organized to continue its business has been given against a member of such firm.17 Specific performance has been given of a contract to mortgage specific personalty, such as growing crops.18
4 Winne v. Winne. 166 N. Y. 263; 82 Am. St. Rep. 647; 59 N. E. 832.
5 Nowack v. Berger, 133 Mo. 24; 54 Am. St. Rep. 663; 31 L. R. A. 810: 34 S. W. 489.
1 McLaughlin v. Piatti. 27 Cal. 451; Dorman v. McDonald, - Fla. -; 36 So. 52; Carolee v. Handelis, 103 Ga. 299; 29 S. E. 935; Madison v. Chinn, 3 J. J. Mar. (Ky.) 230; Jones v. Newhall, 115 Mass. 244; 15 Am. Rep. 97; Ferguson v. Paschall, 11 Mo. 267.
2 "Notwithstanding this distinction between personal contracts for goods, and contracts for lands, is to be found laid down in the books as a general rule, yet there are many cases to be found, where specific performance of contracts relating to personalty have been enforced in chancery; and courts will only weigh with greater nicety contracts of this description, than such as relate to lands." Mechanics' Bank v. Seton, 1 Peters (U. S.) 299, 304.
3 McNamara v. Cattle Co., 105 Fed. 202; Cowles v. Whitman. 10 Conn. 121; 25 Am. Dec. 60: Brady v. Yost. 6 Ida. 273; 55 Pac. 542; Parker v. Garrison. 61 111. 250; Gloucester, etc.. Co. v. Cement Co., 154 Mass. 92; 26 Am. St. Rep. 214; 12 L. R. A. 563; 27 N. E. 1005;
Clark v. Flint, 22 Pick. (Mass.) 231; 33 Am. Dec. 733; St. David's Church v. Wood, 24 Or. 396; 41 Am. St. Rep. 860; 34 Pac. 18; Fowler v. Sands, 73 Vt. 236; 50 Atl. 1067; Stuart v. Pennis, 91 Va. 688; 22 S. E. 509; Young v. Porter, 27 Wash. 551; 68 Pac. 362.
4 Gloucester, etc.. Co. v. Cement Co., 154 Mass. 92; 26 Am. St. Rep. 214; 12 L. R. A. 563; 27 N. E. 1005. (Fish-skins to make glue.) Vail v. Osburn, 174 Pa. St. 580; 34 Atl. 315 (tan-bark).
5 Equitable Gas Light Co. v. Mfg. Co.. 63 Md. 285.
6 St. Regis Paper Co. v. Lumber Co., 173 N. Y. 149; 65 N. E. 967. (In this case, however, the pulp was to be made from timber growing on a specific tract, and the contract was therefore looked upon as one involving an interest in realty.)
7 Clarke v. White, 12 Pet. (U. S.) 178; McGowin v. Remington, 12 Pa. St. 56; 51 Am. Dec. 584.
8 Williams v. Carpenter, 14 Colo. 477; 24 Pac. 558; Cowles v. Whitman, 10 Conn. 121; 25 Am. Dec. 60; Hill v. Bank, 44 N. H. 567; Pat-tison v. Skillman, 34 N. J. Eq. 344; Baum's Appeal, 113 Pa. St. 58; 4 Atl. 461.
9 Clarke v. White, 12 Pet. (U. S.) 178, 187.
10 Lowther v. Lowther, 13 Ves. Jr. 95; Caldwell v. Myers, Hard. (Ky.) 551; Womack v. Smith, 11 Humph. (Tenn.) 478; 54 Am. Dec. 51.
11 Pusey v. Pusey, 1 Vern. 273.
12 Pusey v. Pusey, 1 Vern. 273.