The third requisite is that the enforce ment in specie must be necessary ; that is, it must be really important to the plaintiff, and not oppressive to the defendant ; Society for Establishing Useful Manufactures v. But ler, 12 N. J. Eq. 498. However strong, clear, and emphatic a contract may be, and howev er plain the right at law, specific perform ance will not be decreed if it would cause a result harsh, inequitable, or contrary to good conscience ; Mansfield v. Sherman, 81 Me. 365, 17 Atl. 300 ; see Pope Mfg. Co. v. Gormul ly, 144 U. S. 224, 12 Sup. Ct. 632, 36 L. Ed. 414 ; and the court is not bound to shut its eyes to the evident character of the transac tion; it will never lend its aid to carry out an unconscionable bargain, but will leave a party to his remedy at law ; Randolph v. Quidnick Co., 135 U. S. 457, 10 Sup. Ct. 655, 34 L. Ed. 200 ; nor where it would work hardship to the defendant ; Marks v. Gates, 154 Fed. 481, 83 C. C. A. 321, 14 L. R. A. (N. S.) 317, 12 Ann. Cas. 120.
Specific performance was refused of a con tract for an unexpired term of years by which one party agreed to perform contin uous mechanical services (in the generation of electricity), demanding the highest degree of skill, and the other to maintain costly ma chinery and the daily Use of cars moved by electricity on the line of its railway ; Electric Lighting Co. of Mobile v. R. Co., 109 Ala. 190, 19 South, 721, 55 Am. St. Rep. 927. Mere inadequacy of consideration is not necessari ly a bar to a specific performance of a con tract ; but if it be so great as to induce the suspicion of fraud or imposition, equity will refuse its aid to the party seeking to enforce, and leave him to his remedy at law ; Lloyd v. Wheatly, 55 N. C. 267. This is upon the ground that the specific enforcement of the contract would be oppressive to the defend ant. The court will equally withhold its aid where such enforcement is not really impor tant to the plaintiff, as it will not be in any case where the damages which he may recov er at law will answer his purpose as well as the possession of the thing which was con tracted to be conveyed to him ; Adams, Eq. 83. As a general rule, a contract to convey real estate will be specifically enforced ; unless the title thereto is not marketable ; Wes ley v. Eells, 177 U. S. 370, 20 Sup. Ct. 661, 44 L. Ed. 810; Cornell v. Andrews, 35 N. J. Eq. 7; Townshend v. Goodfellow, 40 Minn. 312, 41 N. W. 1056, 3 L. R. A. 739, 12 Am. St. Rep. 736 ; Beer v. Leonard, 40 La. Ann. 845, 5 South. 257 ; while one for the transfer of personal chattels will ordinarily be denied any relief in equity ; Waterm. Spec. Pert § 16 ; Scott v. Billgerry, 40 Miss. 119. An in strument defective as a deed will not be en forced as a contract to convey, if no valuable consideration passed between the parties; Tunison v. Bradford, 49 N. J. Eq. 210, 22 AU. 1073.
Even in the case of personal property, if the plaintiff has not an adequate remedy at law, equity will take jurisdiction ; and more willingly in America than in England ; Story, Eq. Jur. § 724; Bisph. Eq. 368. When goods
were sold and there were no other similar goods in the market, a disposal of them by the seller has been enjoined ; 33 L. J. Q. B. 335. Equity will decree the specific delivery of goods of a peculiar value ; as heirlooms ; 10 Ves. 139 ; an ancient silver altar ; 3 P. Wms. 390 ; the celebrated Pusey horn ; 1 Vern. 273 ; the decorations of a lodge of Free masons ; 6 Ves. 773 ; a faithful family slave; Williams v. Howard, 7 N. C. 74.
Specific performance of a contract for the purchase of stock for the purpose of getting control of a corporation was refused in Ap peal of Foll, 91 Pa. 436, 36 Am. Rep. 671, and in Rigg v. Ry. Co., 191 Pa. 298, 43 Atl. 212 ; also where the vendor had transferred the shares to another person ; Summerlin v. Min ing & Milling Co., 41 Fed. 249 ; Chaffee v. R. Co., 146 Mass. 224, 16 N. E. 34; but it was decreed where the persons to whom such stock was transferred were made parties and it was alleged that they had knowledge of the prior contract ; Northern Cent. R. Co. v. Walworth, 193 Pa. 207, 44 Atl. 253, 74 Am. St. Rep. 683.
Specific performance may be decreed where the value of the stock is not easily ascertain able or it can not be obtained readily else where, or where there is some particular and reasonable cause for the vendee's requiring the stock to be delivered ; Gottschalk v. Stein, 69 Md. 51, 13 Atl. 625 ; Treasurer v. Mining Co., 23 Cal. 390 ; Byers v. R. Co., 13 Colo. 556, 22 Pac. 951 ; Manton v. Ray, 18 R. I. 672, 29 Atl. 998, 49 Am. St. Rep. 811; as where it has risen in value, if it were pur chased with the party's own money ; Emi grant Industrial Say. Bk. v. Roche, 93 N. Y. 377 ; or where there was an agreement on a valuable consideration by certain stockhold ers to assign a specified per cent. of their stock to another, on the ground that the ac tion was to enforce a trust; Williamson v. Krohn, 66 Fed. 655, 13 C. C. A. 668 ; and to the same effect when the action was to en force a trust ; Draper v. Stone, 71 Me. 175 ; Kimball v. Morton, 5 N. J. Eq. 26, 53 Am. Rep. 621. If there is any good reason why dam ages for conversion will not be an adequate remedy, specific performance will be granted ; Williamson v. Krohn, 66 Fed. 655, 13 C. C. A. 668 ; or where the stock has a unique or spe cial value ; Bumgardner v. Leavitt, 35 W. Va. 194, 13 S. E. 67, 12 L. R. A. 776 ; Cush man v. Jewelry Co., 76 N. Y. 365, 32 Am. Rep. 315 ; or has never been placed on the market and the holder has died after making an agreement that the company may elect to take his shares at a value to be determined by appraisement ; New England T. Co. v. Ab bott, 1C2 Mass. 148, 38 N. E. 432, 27 L. R. A. 271 ; or where the agreement for transfer of shares forms part of a contract for the sale of land ; Leach v. Fobes, 11 Gray (Mass.) 506, 71 Am. Dec. 732.