In some of the leading law schools of the country the method of study now chiefly employed is that of studying directly cases that have been decided by the courts where the facts and the law appear together instead of the text books where the abstract principles of the law are stated with conciseness and precision. The student is given these leading cases and encouraged to study them separately, and to learn for himself what principles are applied in each case with the scope of their application and their limitations, and he thus learns them, not as abstract statements, but as living things applied and interwoven with facts common to his experience and observation. Now, we want to get the law applicable to certain features of chattel mortgages, and I know of no better way than the modern method of case study.

Take the case of Brown against Campbell, decided by the Supreme Court of Kansas in 1890, and reported in 44 Kan. 237. In 1888 C. J. Blanchard resided in Cowley county in this state and owned forty-five head of cattle then at his home. He mortgaged these cattle along with other property to Brown Brothers to secure the payment of a note for $2,050. The mortgage was filed with the register of deeds of Cowley county on the day following its execution, and the mortgagor was permitted to retain the possession of the mortgaged property. About five months afterward, and before any part of the debt had been paid, and without the knowledge or consent of the mortgagees, these cattle were shipped to the Kansas City stock yards, being consigned in the name of the mortgagor's wife to The James H. Campbell Company, a live stock commission firm doing business at the yards, who sold and delivered them on the Kansas side in four different lots to different purchasers in the ordinary course of business and paid the avails to the consignor. Upon learning of the shipment and sale of these cattle the mortgagees entered suit in the district court of Wyandotte county against the commission firm which sold the cattle to recover their value, alleging a conversion. This suit finally reached the Supreme Court of Kansas which held in favor of the claim of the mortgagees for the value of the cattle against the commission firm which sold them. The case was ably tried, and every argument which could be adduced in

favor of the defendant was brought to the attention of the court. Mr. Justice Valentine, delivering the opinion of the court, said: "The mortgage was valid; it had been executed and deposited in the office of the register of deeds less than one year prior to the sale; the defendant was bound to take notice of the mortgage and the plaintiff's rights thereunder, and in law the plaintiffs were the owners of the property and had the absolute right to the possession and control thereof; the defendant sold and delivered this property to different per

sons, not under the mortgage or subject to the mortgage, but independent thereof, and as the absolute property of M. A. Blanchard, and attempted to give to the purchasers the absolute title thereto and the absolute control and dominion over the same. All this was in violation of the plaintiffs' rights, and rendered the defendant liable to the plaintiff as for a conversion of the property." Thus was settled the law in Kansas that a mortgagee under a valid Kansas chattel mortgage may recover in the courts of that state the value of mortgaged property from any one converting the same to his own use or depriving such mortgagee of his rightful possession or control of the same; and this in addition to and beyond his right to follow and recover the mortgaged property itself anywhere within the jurisdiction of the courts of the state. This decision, however, covers only the case of a Kansas chattel mortgage in a Kansas court.

Take the case of a Nebraska chattel mortgage in a Kansas court. The case of Handley against Harris, decided by the Supreme Court of Kansas in May, 1892, and reported in 48 Kan. 606, was an action in replevin to recover personal property claimed under a chattel mortgage duly executed and recorded in the state of Nebraska, and valid by the laws of that state, which property had been subsequently removed to Kansas and sold to a purchaser who had no knowledge of the Nebraska mortgage and who paid full value for the property. The court said: "Where a mortgagor removes property from another state into this state, which has been incumbered by a mortgage duly recorded and valid under the laws of the former state, such removal does not invalidate the recording of such mortgage,

valid under the laws of that state, but which would have been invalid under the laws of Illinois, because not executed and recorded in conformity therewith, to recover part of the mortgaged property which had been attached by an Illinois creditor while it was temporarily in the latter state, the court said: "This court has held in several cases that contracts made in other states will be enforced, although not conforming to our laws, if they are in accordance with the laws of the state where they were executed.” Quoting with approval cases from Indiana and Ohio and other jurisdictions sustaining the principle that a chattel mortgage valid where made must be held valid everywhere, the court said: "These authorities seem to be in point and announce rules which, if recognized, must govern this case.

We are of the opinion that the case must be governed by the rules of comity."

These decision indicate the law in Kansas, in Missouri and in Illinois, in which states are located the great markets to which live stock is shipped for sale, and they are in accord with the weight of authority throughout the United States, to the effect that a chattel mortgage valid in the state where executed and filed or recorded must be held to be valid and to follow and cover the mortgaged property anywhere the same may be removed, and any one converting the mortgaged property to his own use, or depriving the mortgagee or his assignee of his rightful control or dominion over the same, is liable for the value of the property as for a conversion. This rule is denied in a few states, notably in Michigan, Nebraska and Kentucky, and it has been denied and a different rule declared by the Court of Appeals for the Indian Territory, but the United States Circuit Court of Appeals, speaking through Judge Caldwell, has recently reversed that decision and set the law in the Indian Territory in accord with the theory above declared. The Kansas City Court of Appeals has recently handed down a decision in which the broad rule above declared and applied as to responsibility for conversion of mortgaged property is modified to the extent of holding that a commission merchant, acting for a disclosed principal who sells and delivers mortgaged property without any knowledge of the mortgage, is

not responsible to the mortgagee for the value of the property as for a conversion, applying the well known principle of agency that a duly authorized agent acting in behalf of his principal is not personally responsible on the contract when the third party knows that he acts in the name and in behalf of the principal. This rule has been applied in the case of auctioneers selling in the regular course of their business in California, Minnesota, Tennessee, and some other states, but it remains to be seen whether it will be upheld by the Supreme Court of Missouri and other courts of last resort in the great stock-growing region of the southwest. It seems, however, to rest on sound reasoning and well settled principles of law and is likely to stand. It is a fact worthy of mention that in all the decisions to which attention has been called, with the single exception of Handley against Harris from Kansas, the decisions of the lower courts were reversed on the law involved and at the same term in which the Kansas case was heard that court reversed a decision from another county involving the same question. It is evident, therefore, that this theory of the law has not been established without conflict.

Supreme Court of Pennsylvania, April 21, 1902. 1. To authorize injunction restraining an employee from rendering services for another, contrary to his contract of employment, it is not necessary that his services be of such a character as to render it impossible to replace him; it is enough that his services are of such a unique character, and display such a special knowledge, skill, and ability, as render them of peculiar value to the employer, and difficult of substitution.

2. There is irreparable damage authorizing injunction where no certain pecuniary standard exists for measurement of the damage.

3. A contract of employment of a ball player for a season, giving the employer a right of renewal of the contract for three succeeding seasons, by notice given before close of each current season, and providing for termination of the contract on ten days' notice, and providing that the employee may be enjoined from playing for another during the continuance of the contract, these provisions being declared part of the consideration for the agreement to pay the stipulated salary, is not lacking in mutuality of remedy, or so unreasonable as to prevent issuance of injunction; the contract having been part performed, and the employer being desirous of its continuance.

POTTER, J.: The defendant in this case contracted to serve the plaintiff as a base ball 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 ten days' notice, without a reciprocal right on the part of the defendant.

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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 employee, 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 neg. atively 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." We have not found any case going to the length of acquiring, as a condition of relief, proof of the impossibility of obtaining equivalent service. It is true that the injury must be irreparable; but, as observed by Mr. Justice Lowrie in Com. v. Pittsburgh & C. R. Co., 24 Pa. 160, 62 Am. Dec. 372: "The argument that there is no 'irreparable damage' would not be so often used by wrongdoers if they would take the trouble to discover that the word 'irreparable' is a very unhappily chosen one, used in expressing the rule that an injunction may issue to prevent wrongs of a repeated and continuing character, or which occasion damages which are estimated only by conjecture, and not by any accurate standard." We are therefore within the term whenever it is

shown that no certain pecuniary standard exists for the measurement of the damages. This principle is applied in Vail v. Osburn, 174 Pa. 580, 34 Atl. Rep. 315. That case is authority for the proposition that a court of equity will act where nothing can answer the justice of the case but the performance of the contract in specie, and this even where the subject of the contract is what, under ordinary circumstances, would be only an article of merchandise. In such a case, when, owing to special features, the contract involves peculiar convenience or advantage, or where the loss would be a matter of uncertainty, then the breach may be deemed to cause irreparable injury.

The court below finds from the testimony that "the defendant is an expert base ball 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. He has been for several years in the service of the plaintiff club, and has been reengaged from season to season at a constantly increasing salary. He has become thoroughly familiar with the action and methods of the other players in the club, and his own work is peculiarly meritorious as an integral part of the team work which is so essential. In addition to these features which render his services of peculiar and special value to the plaintiff, and not easily replaced, 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 drawing card for the public. He may not be the sun in the base ball 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 against 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 opinion quotes the nineteenth paragraph of the contract, which gives to the plaintiff a right of renewal for the period of six months, beginning

April 15, 1901, and for a similar period in two successive years thereafter. The seventeenth paragraph also provides for the the termination of the contract upon ten days' notice by the plaintiff. But the eighteenth paragraph is also of importance, and should not be overlooked. It provides as follows: "(18) In consideration of the faithful performance of the conditions, covenants, undertakings, and promises herein by the said party of the second part, inclusive of the concession of the options of release and renewal prescribed in the seventeenth and nineteenth paragraphs, the said party of the first part, for itself and its assigns, hereby agrees to pay to him for his services for said term the sum of twentyfour hundred dollars, payable as follows," etc. And, turning to the fifth paragraph, we find that it provides expressly for proceedings, either in law or equity, "to enforce the specific performance by the said party of the second part, or to enjoin said party of the second part from performing services for any other person or organization during the period of service herein contracted for; and nothing herein contained shall be construed to prevent such remedy in the courts, in case of any breach of this agreement by said party of the second part, as said party of the first part, or its assigns, may elect to invoke."

We have, then, at the outset, the fact that the paragraphs now criticised and relied upon in defense were deliberately accepted by the defendant, and that such acceptance was made part of the inducement for the plaintiff to enter into the contract. We have the further fact that the contract has been partially executed by services rendered, and payment made therefor, so that the situation is not now the same as when the contract was wholly executory. The relation between the parties has been so far changed as to give to the plaintiff an equity, arising out of the part performance, to insist upon the completion of the agreement according to its terms by the defendant. This equity may be distinguished from the original right under the contract itself, and it might well be questioned whether the court would not be justified in giving effect to it by injunction, without regard to the mutuality or non-mutuality in the original contract. The plaintiff has so far performed its part of the contract in entire good faith, in every detail, and it would therefore be inequitable to permit the defendant to withdraw from the agreement at this late day.

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 ten 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 rem. edy. 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. Freedom of contract covers a wide range of obligation and duty as between the parties, and it may not be impaired, so long as the bounds of reasonableness and fairness are not transgressed. If the doctrine laid down in Rust v. Conrad, 47 Mich. 449, 11 N. W. Rep. 265, 41 Am. Rep. 720, quoted in the opinion, is to prevail, it would seem that the power of the plaintiff to terminate the contract upon short notice destroys the mutuality of the remedy. But we are not satisfied with the reasoning intended to support that conclusion. We cannot agree that mutuality of remedy requires that each party should have precisely the same remedy, either in form, effect, or extent. In a fair and reasonable contract, it ought to be sufficient that each party has the possibility of compelling the performance of the promises which were mutually agreed upon. It is true, also, that the case of Marble Co. v. Ripley, 10 Wall. 339, 19 L. Ed. 955, also quoted in the opinion, while not turning exclusively upon that point, seems to hold that a contract in which the plaintiff has an option to terminate it in a year cannot be enforced in equity on account of lack of mutuality; but in Singer Sewing Mach. Co. v. Union Button Hole & Embroidery Co., Holmes, 253, Fed. Cas. No. 12,904, Judge Lowell says, with reference to that case: "Icannot think that the court intended to announce any general proposition that they would never enforce a contract which one party had a right to put an end to in a year. Everything must depend upon the nature and circumstances of the business." This judgment seems to be borne out; for in a later case, that of Telegraph Co. v. Harrison, 145 U. 459, 12 Sup. Ct. Rep. 900, 36 L. Ed. 776, where the plaintiff had a right to terminate the contract for telegraphic service at the end of any year, while the defendant's obligation continued as long as the plaintiff chose to pay the yearly