province of a court of equity to compel the plaintiff to perform his contract, and consequently he cannot have such relief himself. See 45 N. J. Eq. 122.

Nor will the court lend its aid where the bargain is unconscionable or where it is sought to keep the stock afloat for speculative purposes: Mississippi & Missouri Railroad Co. v. Cromwell, 91 V. S. 643 (1875).

Nor again will the court interfere where its decree would be nugatory as is seen in the principal case. There, though the contract was binding and in other respects enforceable, yet as decree for specific performance could only have been inforced by compelling the defendant to issue additional shares of stock, when in fact it had already issued all that by law it was allowed to issue, the court declined to do more than grant the alternative relief prayed for, that is, compensation in damages.

The case of Foll's Appeal, 91 Pa. 434 (1879), is interesting as showing how carefully the court probes contracts for the sale of stock when asked to inforce them. In that case the plaintiff was endeavoring to get control of a majority of the stock of a certain national bank. He, with two others, had borrowed sufficient money and purchased almost the required number of shares, and the few remaining shares he had contracted for with Foll. Foll refused to fulfill his contract, and the plaintiff filed his bill for specific performance to compel him to sell and deliver the shares in question. The court below made a decree in accordance with the prayer of the bill, but this was reversed on appeal on the ground that it was against public policy to interfere to place one man in control of an institution such as a national bank. The plaintiff might secure control if he could, but a court of equity would not help him. The court. Mr. Paxsox, J., went further, and said that it knew of no instance in Pennsylvania in which a court of equity had decreed specific performance of a sale of stock, and the same statement appears in a later case where the court enforced specifically the right of a stockholder given by statute to subscribe to new stock at par: De la Cuesta “. Insurance Co., 136 Pa. 62, 78 (1890). But the facts of the

Pennsylvania cases warrant no stronger proposition than this, that a court of equity will not enforce specifically a contract for the sale and purchase of stock where other shares of the same kind can be bought in the market.

The authorities above cited, when carefully considered, seem to establish the proposition that the granting or withholding specific performance of a contract for the purchase of corporate stock in any given case, while depending indirectly upon the character of the property involved, is governed by the answer to the question whether or not there is an adequate and complete remedy afforded by an action at law. And see Cushman 7. Thayer Mfg. Co., 76 N. Y. 365 (1879). This will, of course, depend upon circumstances, but it may be safely said that if the stock in question has no fixed marketable value, is not commonly offered for sale, and is actually rarely sold, a contract for its sale or transfer will generally be specifically enforced. It must not be forgotten, however, that such relief rests in the sound discretion of the chancellor, and that general rules on such subjects are apt to be misleading, for a court of equity will "grant or withhold relief according to circumstances of each particular case when general rules will not furnish any exact measure of justice between the parties." See 2 Story Eq. Jur. § 742.

The reason for Lord ELDON's dogmatic assertion seems to have been overlooked. It is that a purchaser of personal property that has a market never should have the aid of Chancery to give specific performance, unless there are cir cumstances such as justify that remedy, and these are that the property cannot be bought. The reason for applying the remedy in case greatly is this, and the necessity of being able to rely on the capacity to get in the title to the particular property. It is quite likely that this wise rule will, like so many others, be frittered away for want of appreciation of the true foundation of the rule giving specific performance.

Without it no one could venture to touch property held merely by contract. Possession which perfects the title to personalty amounts to nothing in case of land.

HARTFORD FIRE INS. Co. v. KAHN.' SUPREME COURT OF WYOMING.

Under Rev. Stat., Wyoming, 2447, providing that a petition must contain a statement of the facts constituting a cause of action in ordinary language, an exhibit attached to a petition, and therein referred to as a part thereof, is not a part of the petition, and cannot be referred to to determine its sufficiency, or to supply allegations omitted therefrom. It would seem that such a system of pleading is objectionable, as permitting the pleading of evidence.

EFFECT OF EXHIBITS ON PLEADINGS.

I. At Common Law. The practice of supplementing, and even supplying the allegations of a pleading by means of exhibits has become so prevalent, and has also been so far abetted by statute, that the true function and powers of an exhibit have been almost lost sight of. The pseudonymous "reforms" and unjustifiable innovations that have in the past few years so unsettled the well-established rules of pleading as to make them unrecognizable by their own progenitors have been the prime cause of this pernicious habit. How much easier to say, “Plaintiff claims of defendant five hundred dollars, as per the book account annexed," leaving the debtor at the head of the account do duty for the very essential averment that defendant is justly indebted, than to set out the same facts in the proper language of a declaration! Not that such a practice is justifiable, but when so much carelessness 'Reported in 34 Pac. Rep. 894.

and inaccuracy is permitted it naturally leads to extremes, and the instance given is one that may any day occur, if indeed it has not already happened, as the legitimate result of the indiscriminate wiping out of the old system of pleading, which, whatever may have been its faults, was what the new, reformed, amorphous scheme of allegations never can be, scientific and effective.

Under that system no mere tacking on of a paper could aid the omissions or errors of a pleader. The proper use and purpose of an exhibit, then as now, was merely to set forth, in detail, that which was alleged in more general terms, or to embody in the record such facts as would in legal effect amount to the facts as alleged in the pleading, or to aid the allegations in fixing more accurately and definitely their import, but not to supply the omission of allegations necessary to present a good cause of action: Burks v. Watson, 48 Tex. 107. In general, therefore, an exhibit cannot supply any deficiency in the allegations of the pleading. If the latter be insufficient in any respect, the filing of an exhibit cannot make it good: Mayer v. Signoret, 50 Cal. 298; Knight ~. Turnpike Co., 45 Ind. 134. It forms no part of the pleading, and cannot be considered on the question of its sufficiency: Hadwen . Ins. Co., 13 Mo. 473; Curry v. Lackey, 35 Mo. 389; Harlow v. Bosswell, 15 Ill. 56; Bawling v. McFarland, 38 Mo. 465; Poulson v. Collier, 18 Mo. App. 583; Pool v. Sanford, 52 Tex. 621. Not even if the pleader expressly states that it is part thereof: State v. Samuels, 28 Mo. App. 649. The pleading must embody in itself, without reference to any other paper, the facts which constitute the cause of action: Lynda. Caylor, 1 Handy (Ohio), 576; MacDonell ?. Railroad, 60 Tex. 590; Contra, Pefley ". Johnson (Neb.), 46 N. W. Rep. 710. Any instrument upon which the pleading is based should be stated therein according to its tenor or legal effect. Fitch v. Cornell, 1 Sawyer, C. Ct. 156; Oh Chow v. Hallett, 2 Sawyer, C. Ct. 259; - Excelsior Draining Co. v. Brown, 38 Ind. 384; Etchison Assn. v. Hillis, 40 Ind. 408; Marshall v. Hamilton, 41 Miss. 229. And if this be not done, but the attempt be made to supply the failure by

annexing the instrument as an exhibit, it will be stricken out on motion, as impertinent and irrelevant: Oh Chow v. Hallett, supra, a reformation of the pleading will be reduced; Crawford v. Satterfield, 27 Ohio St. 421. Or the exhibit will simply be disregarded, and the pleading dealt with on its merits: Oliphant". Malone (Ark.), 15 S. W.

Rep. 363.

This is especially the case where the exhibit would otherwise be mere matter of evidence. The annexation of a deed to a pleading merely tends to amplify the latter, and does not make the deed evidence in the cause, if otherwise inadmissible: Shepard v. Shepard, 36 Mich. 173. Nor, even if it be evidence, will it dispense with the proof of delivery: Burkholder v. Casard, 47 Ind. 418. So, an account filed with a declaration is no part of it, and should not be allowed to go to the jury: Ingalls v. Crouch, 35 Md. 296. When an answer attempts to plead in defence a judgment in an action between the same parties on the note sued on, but fails to show what were the matters in controversy, or what was the judgment recovered, a copy of the entries of the justice of the peace in the first suit, filed with the answer, but forming no part thereof, does not supply the omission: Oliphant v. Malone (Ark.), 15 S. W. Rep. 363.

The courts of Texas have adopted a very sensible rule, which refuse to permit exhibits to relieve the pleader from making the proper allegations of which the exhibits may be the evidence: Rule 19, Dist. Ct. Tex. This is nothing but a restatement of the common law rule; but the fact that such a rule was considered necessary shows how completely the principles of common law pleading had become obscured by the laxity consequent upon innovation. Under this rule, it is held that a declaration for services rendered, which, except by reference to an exhibit, contains no allegations as to the character of the services, the time, dates, items, and amounts due therefor, is insufficient: Niles v. Mayo (Tex.), 16 S. W. Rep. 540.

As exhibits cannot supply a deficiency in pleading a fortiori they cannot, if attached to a demurret, raise grounds of objec