to depart from their contracts at their pleasure, leaving the party with whom they have contracted to the mere chance of any damages which a jury may give.

If a man invents or discovers, and keeps secret, a process of manufacture, whether a proper subject for a patent or not, he has not indeed an exclusive right to it as against the public, or against those who in good faith acquire knowledge of it; but he has a property in it, which a court of equity will protect against one who in violation of contract and breach of confidence undertakes to apply it to his own use, or to disclose it to third persons. The jurisdiction in equity to interfere by injunction to prevent such a breach of trust, when the injury would be irreparable and the remedy at law inadequate, is well established by authority.

A secret of trade or manufacture does not lose its character by being confidentially disclosed to agents or servants, without whose assistance it could not be made of any value. Even if the process is liable to be inspected by the assessor of internal revenue or other public officer, the owner is not the less entitled to protection against those who in, or with knowledge of, violation of contract and breach of confidence, undertake to disclose it or to reap the benefit of it. The danger of divulging the secret in the course of a judicial investigation affords no satisfactory reason why a court of equity should refuse all remedy against the wrongdoers.

An agreement to sing for a plaintiff during three months at his theatre, and during that time not to sing for anybody else, is not a correlative contract; it is, in effect, one contract, and though beyond all doubt the court could not interfere to enforce the specific performance of the whole of the contract, yet in all sound construction and according to the true spirit of the agreement the engagement to perform for three months at one theatre must necessarily exclude the right to perform at the same time at another theatre.

An actor agreeing to perform in one particular theatre during the season is party to a contract that he will act there and not anywhere else. A negative contract is as necessarily implied as if it had been plainly expressed.

The court will in many cases interfere and preserve the property in statu quo during the pendency of a suit in which the rights to it are to be decided, and that without expressing and often without having the means to form, any opinion as to such rights. The court will not so interfere if it thinks there is no real question between the parties; but, seeing that there is a substantial question to be decided, it will preserve the property until the question can be disposed of. In order to support an injunction for such a purpose, it is not necessary for the court to decide upon the merits in favor of the plaintiff.

The court will often interfere by injunction when it cannot decree performance. Thus it is said that the writ may issue to restrain the use of a ship contrary to an agreement for charter, though the agreement was not personally binding on the defendant, who was a mortgagee.

Some apparent contradictions may be understood by recollecting that the granting or refusing an injunction is scarcely ever a matter of strict right, and that any attempt to lay down precise and invariable rules on the subject must necessarily fail. There are many cases which have been refused in behalf of the employed, when they would have been granted to the employers. This seems unequal. The explanation, such as it is, appears to be, partly, that courts of equity are unwilling to force upon any one an agent or servant who is personally disagreeable, if the relation between the parties is at all a personal or confidential one; and partly, that, on the part of the agent or servant, the remedy at law is usually adequate, both from the nature of the contract and the standing of the parties. There are other cases which can be reconciled with those referred to, only on the ground that where the subject-matter or business is of public importance, such as the management of a railway, the courts will not risk a total stoppage of the business by injunction when they cannot go forward and regulate the whole matter by a decree for specific performance.

If the case is one in which the negative remedy of injunction will do substantial justice between the parties, by oblig

ing the defendant either to carry out his contract or lose all benefit of the breach, and the remedy at law is inadequate, and there is no reason of policy against it, the court will interfere to restrain conduct which is contrary to the contract although it may be unable to enforce a specific performance of it. The court cannot, perhaps, superintend a contract to manufacture machines, but it can restrain the defendants from selling in violation of their agreement.

Where only one side is bound to an agreement which remains wholly executory, a court of equity will not usually interfere to enforce the agreement against the party who is bound. The simplest case of this kind is where an infant is one party to a contract for the sale of land. The reason given is, that the party who is not bound would enforce the contract if for his advantage, and repudiate it if the contrary. The doctrine of mutuality is often invoked in that class of But there are innumerable cases where the party seeking performance is no longer bound to anything, having paid the consideration in the outset, or performed his part, or where the plaintiff does not rest on a contract wholly executory, to which the doctrine does not apply.

cases.

The Supreme Court doubtless never intended to announce any general proposition that they would never enforce a contract which one party had the right to put an end to in a year, by the refusal to decree the performance of a contract, on the ground, among others, that the plaintiff had the right to give up the arrangement on a year's notice.

The remedy by injunction is a very elastic and adaptable one, and there is no sort of difficulty in granting it, until by a change of circumstances, it shall appear that it ought to be dissolved. A bill may be retained for that purpose for any number of years that may be requisite.

Parties evidently foreseeing that differences may arise between them during the life of a contract cannot confer jurisdiction by stipulation. But when the jurisdiction exists, wholly irrespective of the clause, it is competent for them to agree upon the terms of restraint in a proper case.

The courts in this country and in England have receded

somewhat from the conclusion that they could not negatively enforce the specific performance for personal service, and it is now held that where a contract stipulates for special, unique or extraordinary personal services or acts, or where the services to be rendered are purely intellectual, or are peculiar and individual in their character, the court will grant an injunction in aid of a specific performance. But where the services are material or mechanical, or are not peculiar or individual, the party will be left to his action for damages. The reason seems to be that services of the former class are of such a nature as to preclude the possibility of giving the injured party adequate compensation in damages, while the services of the latter class can be adequately compensated by an action for damages.

The fact that the defendant is insolvent, and that the plaintiff could not collect the damages if he should obtain a judgment, if it were so, could not give to a court of equity the right to issue an injunction. It is the contract itself which gives to or takes away from the court its jurisdiction; not the wealth or the poverty of the party defendant.

In the case of a physician, who for a money consideration, contracted not to practice medicine in a certain section of Pennsylvania for ten years and afterwards violated the terms of the agreement the court ordering an injunction issue restraining him from practicing as a physician in the territory described in the contract and from manufacturing or putting on sale any medical preparation there during the period covered by the contract, stated that from the very nature of the contract an action at law would be a wholly inadequate remedy for its persistent violation during the ten years, and therefore equity would specifically enforce it by injunction.

Restraining a defendant from carrying on the auction business, or selling goods at public auction in a store leased for regular dry goods jobbing purposes, the court held that the owner of land, selling or leasing it, may insist upon just such covenants as he pleases, touching the use and mode of enjoyment of the land; and he is not to be defeated when the covenant is broken by the opinion of any number of persons,

that the breach occasions him no substantial injury. He has a right to define the injury for himself, and the party contracting with him must abide by the definition. It is not necessary that the act complained of should amount to a nuisance at law, either public or private. Nor is the court to enter into a comparison, and permit a tenant to carry on some trades as less offensive than others, where the covenant prohibits the former. So far as the injury is concerned, it is therefore unnecessary for the complainant to establish that it will be irreparable; or on a continuing covenant, that it will be substantially injurious. It is manifest that at law a new cause of action will arise every day the defendant sells at auction. If the lessor avail himself of his full rights at law, he will sue daily for damages. This would lead to a multiplicity of suits, harassing to both parties, and highly obnoxious to the censure of a court of equity

[The Right of Specific Performance.]

A valid and binding contract of sale, such as a court of equity will specifically enforce against an unwilling purchaser, operates as a conversion. The cases in which the court has refused to decree that a contract for sale works equitable conversion are those in which the contract was such as equity would not enforce. The doctrine of conversion is a reasonable one. Where there is a contract for the sale of an estate, the estate is, in equity, considered as converted into personalty from the time of the contract, although the purchaser has an election to purchase or not as he sees fit.

In an action at law upon the covenant to reconvey, to recover damages for a breach of such covenant, the executrix and executors might be the proper persons to institute the suit, but in a court of equity the devisees, who have by the will, acquired all the testator's interest, either at law or in equity, in the land, cannot file a bill for specific performance, in the names of the personal representatives, who have no interest whatever in the land in their characters of executrix and executors.

The right of a vendor under a contract for the sale of