bank was organized in 1907, its capital being $10,000. Defendant and its officers held a majority of its stock, which was not listed in commercial reports, and only two or three sales thereof were ever made; these being between officers of the company or local people. The bank never paid a dividend. Its books showed a surplus of $4,619 on April 27, 1911, which was reduced to $3,473 on August 1, 1911, and the profits for the year preceding December, 1911, were $589. While, therefore, there was some testimony to the contrary, it is patent under all the circumstances disclosed that the establishment of the value of the stock would involve, not only the obviously difficult task of proving the value of the bank's assets, but also a speculative forecast upon its prospects; so that it is doubtful whether any basis could be laid upon which to found a reasonable approximation of market value. At least, such could not be done without imposing an unwarranted burden on plaintiff. We discover nothing inequitable in the relief granted, and find no reversible error. M. M. & D. D. BROWN v. WESTERN MARYLAND RY. CO. (Supreme Court of Appeals of West Virginia, 1919. 84 W. Va. 271, 99 S. E. 457, 4 A. L. R. 522.) LYNCH, J. Judged by the prayer of the bill, dismissed on demurrer, of which action plaintiffs complain, the chief objects of this suit were to obtain a mandatory injunction to require defendant, by way of enforcement of an oral contract, to extend one of its yard side tracks about 800 feet, the cost and expense of which plaintiffs contracted to pay upon the conditions hereafter noted, and to furnish the railroad ties necessary therefor; to enjoin defendant from carrying into execution its announced purpose to cause the removal of lumber stacked on its property with defendant's consent and approval pursuant to such contract; and for general relief. The court justified its decree upon the ground that equity will not entertain jurisdiction to enforce the specific execution of a contract for the performance of work the supervision of which requires the exercise of professional skill and judgment. Thus there is presented the one main question whether a court of equity can and should require defendant to extend its side track, which it contracted to do, where plaintiffs, acting in good faith, with the consent and upon the direction of defendant's agents, have in part done what the contract authorized them to do. * * * It is further contended that this contract is not one which equity will enforce specifically owing to the amount of court supervision which will be necessary, and for the further reason that the remedy at law is adequate. A railroad contract stands on no higher plane than the contract of any other corporation or individual, and the same principles apply to and govern all of them alike. There is this qualification to be made, however, where the specific performance of a railroad contract is sought: Equity may decline to exercise its coercive power in that respect if to do so will injuriously affect the performance by the railroad of its full public duties. where the public rights will not be injured, a railroad company is subject to the same duty respecting its contracts as any other company or an individual. * ** But Underlying every contract is the fundamental conception of exchange, one contracting party offering to exchange services or com modities which he possesses or can control in return for services or commodities not within his possession or control, but which he desires. At the time of entering upon the agreement each expects to receive and render performance according to its express terms, and the contract can never be fully satisfied unless its execution is of that character. Frequently, however, the circumstances are such that performance in kind is excused, and this is especially true when, with an award of damages, the disappointed party can easily obtain on the market or elsewhere the same or a substantially similar commodity or service that he contracted for. But when the remedy at law is not thus adequate, equity has full jurisdiction, and in its discretion. may exert its inherent power to compel performance of the obligation on the part of the delinquent obligor. The normal end or termination of every contract is performance in accordance with the agreement, and such a consummation should be the presumptive one; resort to the legal remedy being had only when the circumstances are such that it is better to compel the obligee to accept damages in lieu of what he contracted for than to compel specific performance. Lightly to permit a contracting party to disregard his obligation and compel the obligee to accept, not the thing contracted for, but money damages, is to place a premium upon contractual insincerity. Especially is this true where one party has fully performed his part of the agreement. Vice Chancellor Sir James Bacon, in Greene v. West Cheshire Ry. Co., L. R., 13 Eq. 44, 50, well expresses a reasonable view of such a situation in decreeing specific performance of a contract to construct and maintain a railroad siding of specified length. * * * In this country the authorities generally have reached the same conclusion with respect to contracts for sidings or spur tracks. Taylor v. Florida, etc., Ry. Co., 54 Fla. 635, 45 South. 574, 16 L. R. A. (N. S.) 307, 127 Am. St. Rep. 155, 14 Ann. Cas. 472. * * * A similar result has been reached during more recent years in contracts for the operation of trains. The editor of recent editions of Pomeroy's Equity Jurisprudence, and of the treatise on Specific Performance in 36 Cyc., says at page 587 of the latter work: "Beginning with the year 1890, contracts involving the operation of railroads, often of the utmost complexity and extending over long terms of years, or perpetually, have been enforced specifically.". The authorities in this state relative to the specific performance of railroad contracts are indicative of the trend of courts of equity toward greater latitude in enforcing construction contracts where the only reason urged against them is the necessity of court supervision. * * * It is true many of the cases cited involve contracts entered into by the railroad company in consideration of the conveyance by the plaintiff of a right of way through his land. The consideration here is of a different nature, but of equal dignity. Besides, the extent of the duty created by a contract is not determined by the kind of consideration on which it is based. It is sufficient if the consideration is such as the law deems valuable without regard to its nature or character. * * * Superfluous, perhaps, is the observation that we are now only testing the sufficiency of the bill on demurrer, and while we think the bill presents on its face a cause for relief, the case may, when fully matured for final hearing upon bill, answer, and proof, show plaintiff not to be entitled to any relief. In the meantime, however, the status quo should be maintained, and to this end we reverse the decree, overrule the demurrer, reinstate the injunction, and remand the cause. SECTION 8.—INJUNCTION What was said with respect to the origin and development of the equitable remedy of specific performance may also be said with respect to the equitable remedy of injunction. The remedy of injunction is by no means confined to actions upon contracts. Where this remedy is invoked in contract actions, the plaintiff is asking for a decree that the defendant shall not break a particular promise or promises in the contract. In its operation an injunction is, therefore, much like a decree of specific performance. Still there is some difference between a decree ordering the defendant to perform an act and one ordering him not to do an act. The remedy of injunction in contract actions is most frequently, sought where the defendant has covenanted not to do a certain thing, as, for example, a vendor of a business may agree not to engage in business within a specified district for a specified time. In many cases a breach of such a promise as this will be enjoined. Of course, the effect of ordering a person to cease business operations will necessarily result in his doing many affirmative acts, still such a decree does not burden the court with the task of supervising the work to such an extent as would be true if the court undertook specifically to enforce contracts for personal service. Just as in considering specific performance, the larger question concerning the remedy of injunction is: "What are the circumstances under which the courts will grant the remedy?" They will not do so when the remedy of money damages is deemed adequate. The equitable remedy of injunction, as suggested above, is available in many suits not directly involving contracts. In fact, this remedy is perhaps more often sought to prevent commission of torts than to restrain breaches of contracts, especially to prevent torts that would work an irreparable injury to property. Maintenance of nuisances, for example, is frequently enjoined. Of very great present-day importance is the use of injunction in labor disputes. The application for an injunction in such cases is predicated upon the contention that the actual or threatened conduct of the defendants will amount to a tort causing irreparable injury to the plaintiff, either with respect to his property, to his privilege of entering freely into business relations with other persons, or to his legal right to the performance of his existing contracts with other persons. The remedy of injunction is also available to prevent the violation of certain statutes, as, for example, to bring about cessation of such practices of large industrial combinations as are unlawful under anti-trust acts. The case following illustrates one type of situation where an injunction is sought to restrain the breach of a negative covenant in a contract. PHILADELPHIA BALL CLUB, Limited, v. LAJOIE et al. (Supreme Court of Pennsylvania, 1902. 202 Pa. 210, 51 Atl. 973, POTTER, J. The defendant in this case contracted to serve the plaintiff as a baseball player for a stipulated time. During that period he was not to play for any other club. He violated his agreement, however, during the term of his engagement, and, in disregard of his contract, arranged to play for another and a rival organization. The plaintiff, by means of this bill, sought to restrain him during the period covered by the contract. The court below refused an injunction, holding that to warrant the interference prayed for "the defendant's services must be unique, extraordinary, and of such a character as to render it impossible to replace him; so that his breach of contract would result in irreparable loss to the plaintiff." In the view of the court, the defendant's qualifications did not measure up to this high standard. The trial court was also of opinion that the contract was lacking in mutuality, for the reason that it gave plaintiff an option to discharge defendant on 10 days' notice, without a reciprocal right on the part of the defendant. The learned judge who filed the opinion in the court below, with great industry and painstaking care, collected and reviewed the English and American decisions bearing upon the question involved, and makes apparent the wide divergence of opinion which has prevailed. We think, however, that in refusing relief unless the defendant's services were shown to be of such a character as to render it impossible to replace him he has taken extreme ground. It seems to us that a more just and equitable rule is laid down in Pom. Spec. Perf. p. 31, where the principle is thus declared: "Where one person agrees to render personal services to another, which require and presuppose a special knowledge, skill, and ability in the employé so that in case of a default the same service could not easily be obtained from others, although the affirmative specific performance of the contract is beyond the power of the court, its performance will be negatively enforced by enjoining its breach. The damages for breach of such contract cannot be estimated with any certainty, and the employer cannot by means of any damages purchase the same service in the labor market." * * * * * * The court below finds from the testimony that "the defendant is an expert baseball player in any position; that he has a great reputation as a second baseman; that his place would be hard to fill with as good a player; that his withdrawal from the team would weaken it, as would the withdrawal of any good player, and would probably make a difference in the size of the audiences attending the game." We think that, in thus stating it, he puts it very mildly, and that the evidence would warrant a stronger finding as to the ability of the defendant as an expert ball player. * *Lajoie is well known, and has great reputation among the patrons of the sport, for ability in the position which he filled, and was thus a most attractive draw B.& B.Bus.LAW-27 * ing card for the public. He may not be the sun in the baseball firmament, but he is certainly a bright particular star. We feel, therefore, that the evidence in this case justifies the conclusion that the services of the defendant are of such a unique character, and display such a special knowledge, skill, and ability, as renders them of peculiar value to the plaintiff, and so difficult of substitution that their loss will produce "irreparable injury," in the legal significance of that term, to the plaintiff. The action of the defendant in violating his contract is a breach of good faith, for which there would be no adequate redress at law, and the case, therefore, properly calls for the aid of equity in negatively enforcing the performance of the contract by enjoining its breach. But the court below was also of the opinion that the contract was lacking in mutuality of remedy, and considered that as a controlling reason for the refusal of an injunction. * * * The term "mutuality" or "lack of mutuality" does not always convey a clear and definite meaning. As was said in Grove v. Hodges, 55 Pa. 516: "The legal principle that contracts must be mutual does not mean that in every case each party must have the same remedy for a breach by the other." In the contract now before us the defendant agreed to furnish his skilled professional services to the plaintiff for a period which might be extended over three years by proper notice given before the close of each current year. Upon the other hand, the plaintiff retained the right to terminate the contract upon 10 days' notice and the payment of salary for that time and the expenses of defendant in getting to his home. But the fact of this concession to the plaintiff is distinctly pointed out as part of the consideration for the large salary paid to the defendant, and is emphasized as such; and owing to the peculiar nature of the services demanded by the business, and the high degree of efficiency which must be maintained, the stipulation is not unreasonable. Particularly is this true when it is remembered that the plaintiff has played for years under substantially the same regulations. We are not persuaded that the terms of this contract manifest any lack of mutuality in remedy. Each party has the possibility of enforcing all the rights stipulated for in the agreement. It is true that the terms make it possible for the plaintiff to put an end to the contract in a space of time much less than the period during which the defendant has agreed to supply his personal services; but mere difference in the rights stipulated for does not destroy mutuality of remedy. * * * The defendant sold to the plaintiff, for a valuable consideration, the exclusive right to his professional services for a stipulated period, unless sooner surrendered by the plaintiff, which could only be after due and reasonable notice and payment of salary and expenses until the expiration. Why should not a court of equity protect such an agreement until it is terminated? The court cannot compel the defendant to play for the plaintiff, but it can restrain him from playing for another club in violation of his agreement. No reason is given why this should not be done, except that presented by the argument, that the right given to the plaintiff to terminate the contract upon 10 days' notice destroys the mutuality of the remedy. But to this it may be answered that, as already stated, the defendant has the possibility |