Summary
In Merchants' Nat. Bank of Mobile v. Roche, 227 Ala. 639, 151 So. 591, it appeared that the complainants had sold their stock to one of the stockholders to whom control had been surrendered for the purpose of rehabilitation of the business, and that through the fraud and negligence of said stockholder to whom control was surrendered, the business of the corporation had been destroyed and all of its assets had been dissipated, and therefore an action at law to recover the contract price of the stock afforded complainants in that case an adequate and complete remedy.
Summary of this case from Nolen v. ParkerOpinion
1 Div. 793.
December 21, 1933.
Appeal from Circuit Court, Mobile County; Claude A. Grayson, Judge.
Stevens, McCorvey, McLeod, Goode Turner, of Mobile, for appellant.
The bill presents no distinctive ground of equity jurisdiction, and all relief sought could be had in a common-law action for damages, so that complainant is shown to have an adequate remedy at law. Wynn v. Tallapoosa County Bank, 168 Ala. 469, 53 So. 228; Nicolopoolos v. Donovan, 221 Ala. 16, 127 So. 543; Hunt v. Jones, 203 Ala. 541, 84 So. 718; Sumter County v. Mitchell, 85 Ala. 313, 4 So. 705; Gulf Comp. Co. v. Harris, Cortner Co., 158 Ala. 343, 48 So. 477, 24 L.R.A. (N.S.) 399; Price Hardware Co. v. Meyer, 224 Ala. 35, 138 So. 543.
Gordon, Edington Leigh, of Mobile, for appellee.
The bill clearly shows an equitable right, but, if complainant be held to have an adequate remedy at law, this court should enter a decree causing the case to be transferred to the law side of the court under Code 1923, § 6486.
It is perfectly clear, from the recitals and provisions of the contract, that its purpose and effect was to confer on Milling the power of control of the corporation in the conduct of its business to the end of imnproving and rehabilitating its business, and if instead of using this power to that end, he fraudulently used it to wreck and destroy the business, this constituted a breach of the contract, confering on the complainant a right of action which he could enforce in an action at law, and the measure of his damages would be the value of the stock fixed by the contract. That is the only relief he seeks in this case, and under the circumstances disclosed by the averments of the bill, the only relief that could be granted, if the bill brings the case within the jurisdiction of a court of equity, is a decree for such value as damages.
Under the rule established by the courts of England, fraud is always a distinctive ground authorizing courts of equity to assume jurisdiction, except the cancellation of fraudulent wills. 2 Pom. Eq. Jurisprudence, §§ 912, 913. But what is termed "the present American doctrine" obtains in this state, and under this doctrine courts of equity are not authorized to administer mere legal remedies, where the remedy at law is adequate and complete, unless some other distinctive ground of equity jurisdiction is shown. This results from the fact that the jurisdiction of courts of equity in such cases is restricted by statute to cases where the complainant has not an adequate remedy at law. 2 Pom. Eq. Jurisprudence, § 914; Hunt v. Jones, 203 Ala. 541, 84 So. 718; Sumter County v. Mitchell, 85 Ala. 313-319, 4 So. 705; Nicolopoolos v. Donovan et al., 221 Ala. 16-18, 127 So. 543.
As a general rule, courts of equity will not assume jurisdiction where the only relief sought is the recovery of money. "Even when the cause of action, based upon a legal right, does involve or present, or is connected with, some particular feature or incident of the same kind as those over which the concurrent jurisdiction ordinarily extends, such as fraud, accounting, and the like, still if the legal remedy by action and pecuniary judgment for debt or damages would be complete, sufficient, and certain — that is, would do full justice to the litigant parties — in the particular case, the concurrent jurisdiction of equity does not extend to such case." 1 Pom. Eq. Jurisprudence (4th Ed.) pp. 230, 231; Gulf Compress Co. v. Harris, Cortner Co., 158 Ala. 343, 351, 48 So. 477, 24 L.R.A. (N.S.) 399; Sumter County v. Mitchell, supra; Wynn, as Administrator, v. Tallapoosa County Bank, 168 Ala. 497, 53 So. 228; Jewett v. Bowman and Dringer, 29 N.J. Eq. 174; Badger v. McNamara, 123 Mass, 117; Appeal of Passyunk Building Association et al., 83 Pa. 441; Santacruz v. Santacruz, 44 Miss, 714, 720.
Our judgment is that the bill does not present a case for equitable interposition, and the court erred in overruling the demurrer.
Appellee suggests that if this court should hold that the bill is without equity, an order should be entered under the statute (Code 1923, § 6486) transferring the case to the law docket. This is a matter that should he addressed to the trial court.
Reversed and remanded.
ANDERSON, C. J., and THOMAS and KNIGHT, JJ., concur.