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455 V. WATER CO. WINTHROP. REVERE Mass.]
Winthrop. Company of vs. Inhabitants Revere Water
Winthrop Water vs. Revere of Inhabitants Company others. & 
21, 28, 29, June 1906. Suffolk. March 1906. 
Lathrop, Sheldon, Braley, & Knowlton, J., Morton, JJ. C. Present:
Jurisdic- Municipal Equity Fraud. Waterworks. Corporations. Conspiracy.
tion, title, Specificperformance. Statute. Constitutional on To remove cloud
Words, Winthrop. Law. “Ratified.” Company. Contract. Revere Water
meeting proposition a of a a to act on Where the selectmen town called town to
purchase company price and plant of a at a certain water before the the
meeting meeting they pur- had warrant for voted to but after issued the the
named, they price in plant but had not the chase the at the stated warrant for
plant meeting purchase did intended vote to the and not the their disclose
meeting, give community this to their vote to the before the failure the infor-
mation, although may judgment, ill advised and an it have been error of is not
corruption support charge conspiracy of proof of to a evidence unless there is to
purpose. it with unlawful connect fraudulent conduct or an
31, 25, purchase plant privileges R. L. c. a vote of the Under a town to and of a §
company purpose supplying water for the of its inhabitants with water is of no
by preceded authorizing purchase. a effect unless vote of the the selectmen
25, 31, by majority R. c. a Under L. vote a of voters of a can the town have no §
ratifying purchase plant vote to privileges effect a of its selectmen and in the
supplying company purpose of a water for the the inhabitants of of the town
purchase with water the selectmen voted make the unless to before the warrant
meeting for the was issued and their action was stated in warrant. the
purchase plant privileges a vote of a town to the and a company Where of water
supplying purpose for the of the inhabitants of the town with water is void
25, 31, meeting under R. L. c. because when the warrant for at the which the §
passed of vote was was issued the the town had not selectmen voted to make
purchase part warrant, and action on their was stated in if the no the thereafter
gives acceptance passed company notice of the water of its the vote at the
meeting, pursuance is of and a and a deed delivered in the vote semblance
occurs, taking possession by impose of of town the works the these acts no
obligation accept pay to for works on the town or the under the terms of the
vote, especially by the town another vote less than three months where later
and, expressly rejects attempted purchase; if the deed has been the recorded
right conveyance plant privileges and the and acquired town has a to the of the
statute, agreement subsequent under it is according an a entitled in made to
equity upon to the cloud its title. a of cancellation to remove decree
1882,'c. 259, 1884, 142, St. c. Company St. incorporating the Water and Revere
Winthrop water, authorizing were enacted supply it the town of with which to
105, 3, rights subject gave corporation incon- to c. that Pub. Sts. to no vested §
Winthrop grant subsequent by Legislature to sistent of with a the to the town

WATER CO. V. WIHTHROP. 456 REVERE [192 
construct, supply system operate a furnish and maintain water and itself and
"with its water. inhabitants
12, 477, gave 1905, Company, incorporated the Revere Water which was St. c. § 1884, 259, 1882, 142, by by supply St. c. to the town c. and was authorized St.
water, Wintlirop right, thirty days accept- on a notice within of the of with the
town, by property act to sell to the town all used the that its therein ance of
supplying its fair value to for the town or inhabitants with water at a be ascer-
act, purchase by provided in of the such as 13 authorized the town to tained §
meeting, provided and that be for at a town the town should not construct voted
authority distributing system supplying a for water to its inhabitants under the
purchased property company unless it should have the which of the act first the
sell, provided had the town it desired to and further in case notified that that
perform section, company failed all terms set in the to the forth the the town
construct, operate system might supply proceed to and maintain a water and
Held, and inhabitants with water under of furnish itself its the terms the act.
appropriation private property public was of a statute not an for use that the
process of law under the fourteenth the without due amendment of Constitution
States. of the United
1905, 477, 12, gave Company, the Revere Water which was c. authorized to § St.
Winthrop water, and supply right town of its inhabitants the the with on a
thirty days acceptance by of the of the that town to notice within act to sell
property provided all its therein at a fair value to the town be ascertained as
act, by purchase by the authorized such the be for in 13 of town to voted § meeting, special provided if or an annual town and that town ballot at a the
given purchase property by company, to the after notice the the should vote
days thirty the company should within after vote execute and deliver to the
writings conveying property proper and the town. town town deeds to the . The
act, days accepted company thirty gave the and within notice the thereafter the
property meeting sell to the town. At held two of its desire to its a about
acceptance rejected company’s its of the months after act the town the offer to
property, meeting accept months to but two later at another voted the sell the
purchase property. company the deliver a offer and The tailed to deed of
thirty days property any the last the either within of named vote or at time
brought equity against company The town a suit in the to com- thereafter.
specific performance by conveyance pel of the contract under a the statute the
Held, property. a of sale of the that contract existed under the terms of the
statute; company’s rejection meeting the of the offer that at the first town
right upon propo- did exhaust of the was made not the town to vote after it the
purchase, acceptance meeting of and that the vote of at the second was sition
time; thirty days a the to deliver a within within reasonable that failure deed
vote, purchase, statute, required by obliga- to as the did not lessen after the the
company days expired, thirty tion of the to deliver such deed after the had a
specific performance the of and that the town was entitled to a decree for the
contract.
equity, 1905, 20, m one filed on Rills November by Two
1882, 142, c. under St. the Water Company, incorporated Revere
1884, 259, c. to the town of Win- and authorized St. by supply
water, en- that town to the with compel specific throp against
contract to of an the forcement and alleged buy plant privileges

457 V. WINTHROP. WATER CO. REVERE Mass.]
and to $250,000, the sum of for in Winthrop of the plaintiff
and the from plant the town of Winthrop purchasing enjoin
the 477, 12, that on the 1905, under ground St. c. privileges §
unconstitutional; other, and the are of that section provisions
of the 18, inhabitants 1906, as on the filed amended by January
and cer- the Revere Water town of Company Winthrop against
a deed of for the cancellation defendants, tain individual praying
but al- 20, 1905, of deeds in of November recorded the registry
be void, the and to not to have been plaintiff leged accepted by
contract, the water the set forth which to by attempted carry out
to bill, in for sale of its and its the plant privileges company
con- $250,000; the town for also for a sale and and praying
1905, under of in to the town St. the question veyance property
town under 477, 12, or in the alternative for a sale to the c. §
22, of 1884; a for the contract of previous July appointment
receiver; and a for the individual defendants injunctions against
suit; order for further relief. an that the costs of and they pay
The first bill in the and afterwards was filed Court Superior
removed, was from that court and entered in the Judi- Supreme
cial Court. The second bill in Judicial was filed the Supreme
Court. an order of court the cases were consolidated and By
J., were heard who made certain together findings by Braley,
of fact and a of He made a decree dis- memorandum decision.
the second bill as to all the individual and defendants missing
them costs. The town their taxable allowing appealed severally
from the of the the re- decree. At the justice request parties
served and the cases the the evidence the upon pleadings,
of fact for the so far as determination findings applicable by
full such be entered as the full court court, decree to might
determine.
Choate, Jr., F. C. D. for the town (J. Colt with of him,)
Winthrop.
Dunbar, J. R. for the individual defendants.
A. E. M. with for the Pillsbury, Palmer Revere (G. him,)
Water Company. 
Braley, J. The town it advisable to considered join having
as defendants citizens, several of its when as mem- who acting
either of a bers or of boards of select- committee its municipal
men in the and participated negotiations, legislative proceedings

458 REVERE WATER CO. V. WIHTHROP. [192
an sale, contract of all of which alleged related to the acquisition
of the b.y water purchase their should company’s plant, liability
be determined first. as officersare They severally public charged
with an abuse of their trust into a with by entering conspiracy
the of the to foist this manager the town company plant upon
at a in excess of its price intrinsic greatly value. If thereby
resulted, loss such pecuniary conduct, if would render proved,
them in liable or to costs of the in damages, which any litigation
the town became their action, involved by as were corrupt they
to in bound act faith for the interest of good their and principal,
to at the lowest for which the buy price could be property pur-
chased. Boston v. Simmons, 150 Mass. 461. Alvord v. Cook,
Alvord, 174 120, Mass. 127. Emmons v. Mass. 466. 177 Byrne
Norcott, 336, v. 13 Beav. 346. the redundant Notwithstanding
verbal found in the to bill, sustain this setting evi- the charge
dence must show a combination corrupt either to do an un-
or lawful act to a lawful act accomplish unlawful means. by
Cronan, O’ v. 121 Callaghan Mass. 115. 114, A full examina-
tion of the while it reveals testimony, the existence of a great
of diversity citizens, the opinion who among became finally
factions, divided into two one the at the favoring purchase price
fixed an by hydraulic the expert committee and the employed by
other such with the opposing purchase, consequent engendering
of much dissension and fails partisan bitterness, to establish a
or. even dishonest conspiracy, individual conduct. Beyond pos-
errors of sible a judgment accompanied by bias strong leading
to the them support of their own action in advisability making
the with the preliminary agreement the company’s manager,
defendants to have acted in this appear of the part transaction
well as the as throughout subsequent with proceedings fidelity
for and what considered the welfare of they the town. When
a malfeasance officer is public by motive charged, become may
element, an while and, important need not pecuniary gain be
shown, it is that the evidence does disclose significant not any
of officeor of way or emolument advantage by that public private
these defendants of have in to might hoped receive any taking
are shown to the have But even if their course they pursued.
action, when in selectmen, those office sat as a in final board of
to the or not in the warrant their publishing community stating

V. WATER 459 REVERE CO. WIHTHROP. Mass.]
the before the inhabitants were vote to plant qualified buy
them in town to this called upon upon by meeting pass propo-
sition, submitted, criticism, be if in the form to may open yet,
in the of a of the the a later voters opinion at date majority
advised, such an error of of itself is was ill judgment purchase
not nor evidence of without of con- dishonesty corruption proof
fraudulent conduct or of an unlawful neither necting purpose,
of which is In an found. motives personal inquiry involving
and and where the whole of the oral integrity, nearly testimony
officials, is the case, as in the much given by implicated present
witnesses, the of depends the manner in which upon appearance
their evidence and their they and give apparent credibility;
full, these the record, characteristics however printed cannot
evidence, From our examination/of reproduce. the which has
we find been no substantial reason us fully reported, to leading
doubt the correctness of the result reached the of decree the by
court, which exonerated these defendants from county fully all
Abbott, Skehill v. 184 Mass. 145. incriminating allegations.
In form whatever be stated the of they averments the may by
in their several freed from this parties when pleadings, entangle-
ment of fraud and there conspiracy, remain two important
the decision of which the of the questions upon rights company
are, and the town whether the depend. is They to company
be of an granted specific performance contract of sale alleged
of or the whether the town is to it plant, acquire by purchase
1905, under the of St. c. provisions Before them 477. taking
of an earlier the contract of up, validity which the town asks
decided, must be for if this is specific performance enforceable
these become This questions immaterial. contract with the
1884, 22, on was executed and the company July gave option
of the waterworks with all buying connected at a privileges
to be which was fixed who either price by were to be appraisers
selected the or court, by this and parties by appointed nearly
1904, 14, afterwards on the town twenty years voted to July
make the contract, But at the date of the purchase. Pub. Sts.
27, c. 27, and at the vote, 25, 31, date of the R. L. c. pro- § §
vided that a town could not the consent of a ma- without buy
of its selectmen. To jority constitute such assent affirmative
action them as a board of by officers is and is public required,

WATER CO. V. WINTHROP. REVERE 460 [192
of from the found in the last clause not to be recitals implied
contract, were to it in behalf this' that authorized execute they
is the in of and the evidence conclusive that board the town
to the was declined assent. passed when vote Attorney existence
Railroad, 45, 49. 137 Mass. See Mur-dough Eastern General v.
condition not Revere, 109. This having 165 Mass. precedent v.
other with, if the contract in even particulars been complied
a make, the vote was the town could nullity, one which was
unclouded, but the title of the left and not was company only
which a bill in can had been laid no foundation upon equity
to Smith be maintained v. specific now compel performance.
to It therefore 144 Mass. becomes Dedham, unimportant 177.
be serious which would have to removed consider other objections
the could be and result is that such relief the before granted,
into the were left from town and entering company unhampered
discussion, further without subsequent negotiations. Assuming,
of a committee for on this Feb- that the appointment purpose
25,1904, in and their conduct was the ensuing negotiations ruary
the of their and that vote to the scope authority, buy within
13, 1905, on March such the selectmen was official by passed
to be full the them as a with action compliance requirements by
25, 31, we come to the on which this of L. c. R. directly point §
turns. of the controversy part
of the statute of time that a some requires At period majority
is the of the which to shall act purchase the voters town upon
a of or contract either by ratifying rejecting proposed subject
is now to be from presented distinguished The question sale.
a under water acts incorporating supply companies cases where
be the town which is to often is inserted that supplied condition
terms, or where certain subsequent legislative may buy upon
to erect maintain to the and is municipality given permission
unless the water water company already a system, competing
v. as in Braintree Co. sell, to Water elects Supply established
482; Co. Braintree, Mass. Water v. 146 Rockport Rockport,
v. Co. 279; Aqueduct Mass. West Springfield Springfield 161
168 128; Co. v. Newburyport, Mass. Water Newburyport 167
Gloucester, 541; 179 and Gloucester Water Co. v. Mass. Supply
however, is for the law, framed The purpose 365. Mass. general
can be if in the market a towns to bargain of buy enabling

461 V. CO. WIKTHROP. REVERE WATER Mass.]
to estimate of made, being instead commissioners and, appointed
by the usual method is provided fix a which values and price
to act selectmen are acts, authority the given special legislative
details, to attend town, to preliminary of and any in behalf the
town, to the a conclusion to have reached report and when they
its by a contract shall be perfected whether which decides then
not enter would of selectmen a board sanction. Ordinarily
to an inchoate buy make agreement such or inquiries upon
of ad- but this precaution unless directed the municipality, by
its their although not limit power, ministration does statutory
the to will them be made depend upon exercise well may by
the of voters. The of a language expressed majority previously
act, 1870, the 93, St. c. which is required of the original
” “ “ the selectmen sanctioned and of a of consent majority ” town, the of this a of the but phrase- ratified voters by majority
the not differ the of last does in from meaning language ology
Salem, 340, 6 Met. 343. Under Reynolds New revision. v.
be either, of the contract first the proposed may provisions
the conference the selectmen with upon company, determined by
however, to be act full must with which presumed, knowledge
v. Dill 7 438. Wareham, of limitation. Met. the statutory
425, But after this v. Mass. 428. has 184 Lynn, Wormstead
of sale not a does become been contract accomplished binding
voters, the until a of and or ratified majority enforceable by
done the become when this is thereafter parties contracting
the and town. In the the water prolonged company respectively
that of the ensued at numerous consideration whole subject
elsewhere, the and after had committee been town meetings
it is the evidence that the voters from plain generally appointed,
all of with the become phases had fully acquainted important
as were not with -con- of the yet, they charged proceedings,
selectmen, from notice record the the structive kept by appar-
not before had been informed March 16,1905, that they ently
take had to the at a the board decided works finally price
and between them the Commonwealth upon v. agreed company.
553, But Mc- 135 Mass. 554. whatever outside informa- Garry,
and from derived, tion have whomsoever they may possessed,
for the was the town the warrant meeting authorized only
the could look to to which voters ascertain what source subjects

V. WINTHROP. CO. 462 REVERE WATER [192
be action could their and no valid decision, were for presented
the article subject taken unless there was a covering specific
Pembroke, Sherman Allen, Torrey, matter. v. 11 88. v. Grover
Mass. 368. Reed v. Stow, 111 99 Mass. 472. v. Whitney
Everett, v. 118 Acton, Cemetery 117 Woodlawn Mass. 384.
290. 354, 122 Mass. 362. Locke v. Mass. Lexington, Bloomfield
warrant 121, the 129. While Bank, v. Charter Oak 121 U. S.
and is to with technical strictness intelligible not be construed
only is is an article notice all that which presents required, yet
made, but shall be whether a the general proposition purchase
to is not commit the town buy, legally action which does upon
does if carried ratification which distinct from a of proposition
a for consideration question the The one bind town. presents
other the upon being duly of initiative while public policy,
a con- the creates town and company voted the accepted by by
both. assent of without the tract which cannot be revoked
word Braintree, ubi The v. Co. Braintree supra. Water Supply
” “ means that when the the ratified as used in statute plainly
to have taken are selectmen issue the warrant supposed they
is no of action, there otherwise proposal appropriate precedent
of ratifi- the in can be made subject existence which purchase
an becomes cation, the act which ratifying thereupon and by
New ubi See contract. Locke v. Lexington, supra. existing
381, Co. 149 Mass. Co. Granite v. England Dredging Rockport
404, 407, 1 Met. v. The of Harrington, 382. cases Harrington
relies 39, the on which and v. 110 Mass. company Fleming, Geer
for the it was neither that necessary to sustain its contention
issued, nor for the warrant before the warrant selectmen to act
out of acted, relate to the town had to state that laying they
under R. L. 48, this function c. of In the performance, ways.
and not of officers, as 71, as agents the selectmen act public § out, and the filed town, must be laid report as the the and way
it is be at to ac- which the town meeting seven before days
the be taken before not this action need necessarily cepted,
time, the the done within issues, statutory but if not warrant
must article But even then an is rendered warrant nugatory.
that the inhabitants definite to notify be inserted sufficiently
Jones v. the to act subject. upon be called upon they may
defects are irremediable of these Both 9 Pick. 146. Andover,

REVERE WATER CO. V. 463 WINTHROP. Mass.]
on found, 7,1905, for when March the for the warrant meeting
16,1905, issued, the acted, of March was selectmen neither had
the warrant contain an under the most nor did article which
to the liberal notice voter that interpretation any conveyed by
his he was the town to take over irrevocably vote committing
under a contract the of which proposed purchase property pre-
had been and the board of negotiated accepted selectm- viously by
Because this en.* of failure of the selectmen to before act
warrant, the issued as well as its they insufficiency, original
as was the town could not act as authority wanting, except
11, Goshen, statute. R. L. c. authorized by Parsons v. 328. §
11 Pick. 396. v. Smith 185 Stoughton, 329. Conse. Mass.
the notice the of the the vote quently by of company acceptance
at this the of deed, the its passed meeting, delivery acceptance
selectmen, the and even if followed them with recording by by
a of works, semblance of the neither taking possession conveyed
town, title to the nor it the to imposed upon any obligation pay 
* of purchase The article the warrant referring to the was as follows: 
“ Art. 2. To see what action regard the town will take in to the pur-
any chase of of property the Revere Water Company by voting upon the
following questions :
“ the (1) purchase Shall town the property of the Revere Water Com-
pany the limits of Winthrop within at the named price by Engineer Kimball,
$250,000? namely
“ the approve Shall town the (2) purchase of property the of the Revere
Company Water situated within limits of Winthrop the at the of price
$250,000, and authorize the to purchase Selectmen consummate the and
any proper incur expenses ? including counsel fees in connection therewith
“ Also to upon vote the following question: ap- Shall the committee
by 25, 1904, the on pointed town February Winthrop consisting Magee, of
Pope Neal, and A. R. procure C. J. John be legislation instructed to such
be may proper as to enable system supply, the town to establish a of water
and authorized to incur in any proper expenses counsel fees including
” connection ? therewith
warrant 13, 1905, The 7, was issued on the March 1905. On March
voted, selectmen “To the accept proposal Company of the Revere of Water
25, 1904, April to town, pur- sell its in to property Winthrop, to this and
Kimball, chase such at the price by Engineer fixed to wit: Two property
hundred and thousand fifty ($250,000) provided dollars the Town shall
ratify this action in Town Meeting required by as law.”
1905, On 16, held, March the meeting questions town and of the Was each
in the quoted warrant was in by above answered the affirmative a majority
voting. of the present and voters

464 WATER OO. V. WENTHROP. REVERE [192
217, consideration. v. 172 stipulated Dexter, Mass. 218. Meigs
If the entire evidence there is of upon law open any question
either conduct, or of of ratification we do which estoppel by
intimate, not it is of the vote effectually disposed by passed
8, 1905, •June the town not refused to the whereby only ratify
13, action of the taken 1905, selectmen March but also specifi-
the the While cally rejected attempted company, purchase.
therefore, to must fail in to declared be its effort have this deed
valid to a and the decreed make of conveyance, payment town
sold, as the amount for which it claims the was yet, property
the of this instrument the effect of have recording may clouding
the under of title which town can obtain the St. lawfully any
477, 12, it is to a of cancellation. 1905, c. entitled decree §
Nichols, Cook, 186 Mass. v. 188 Mass. v. 440. Sawyer Rogers
163.
• vested, title the If no the raised questions by supplemental
immaterial, and the to the bill become amendments company’s
1905, 477, be com- c. must next considered. The of St. validity
unconstitutional, that is the town contends the act while pany
the should that in with its provisions company asks compliance
to an the treated as convey system be decreed equipped property
This to enable the town to act was of passed supply supply.
water, interests and whether the its inhabitants with public
such for the be served was would authority by conferring
to v. 130 Mass. Agawam determine. Legislature Hampden,
528, that, It is if an might 530. manifest independent system
would established, defendant’s probably be thus the property
value, in and its business diminished perhaps destroyed by be
under the St. of the the of but company reason competition,
142, no 1882, vested c. which it was incorporated, enjoyed by
or rendered it from this which gave contingency, immunity rights
105, 3. action Pub. Sts. c. unconstitutional. such legislative §
v. Water Power Co. on Inland Fisheries Holyoke Commissioners
Co. v. 451. 446, Newburyport, 104 Mass. Water Newburyport
Gloucester, Co. v. Gloucester Water 168 541. Supply Mass.
an of this nature Nor is appropria- Mass. legislation 179 365.
of due for a use without process of public tion property private
Constitution. of the federal amendment the fourteenth law under
193 U. 561. Gloucester S. Co.v. Newburyport, Water Newburyport

465 WINTHROP. CO. V. REVERE WATER Mass.]
and If Gloucester, U. S. 580. 193 Co. v. Water Supply §§12
and the erection eliminated, the authorizes act 13 are simply
• sec- and these an of water system, maintenance independent
12 was the made company are not mandatory. By tions §
choice, could continue in in for it either busi- left unrestricted
loss, or could sell to the ness and risk of take pecuniary any
conditions, under town to certain which was purchase required
come existence the initia- which could into potential upon only
Braintree, tive of the v. Braintree Co. Water company. Supply
482, that, 146 Mass. it be in 487. Of course can said whatever
choice, the this as freedom of guise question be to may put
was there else the could but do nothing eventually company
sell, as the and too limited were to afford territory patronage
a reasonable that two water probability independent systems
could be in or that the never supported, town intended reality
to build but to the acquire But the only company’s plant. very
terms of these sections that the choose contemplate company may
sell, does, to if and, it the then town must at a purchase valua-
tion which if not fixed must be determined agreement by by
477, commissioners. St. c. 1905, 13. 12, Newburyport §§
Co. v. Water ubi If the of Newburyport, privilege supra. taking
water under the water within the metropolitan system territory
of which the of town is situated could not be exer- Winthrop
cised unless the town of first the works water acquired any
limits, within its this furnishes no company argument against
statute, the of the which makes for validity provision express
the of this the of the accomplishment purpose by acquisition
if works it to See company’s 1895, 488, decides sell. Sts. c.
3; 1898, 392, 1899, c. and c. 349. §
The statute found the town being constitutional, contends
valid that a contract been -having made its according pro- to.
visions, which the has to failed perform, specific company per-
formance should be decreed. It therefore becomes to essential
determine whether such contract a exists. After the act was
1905, town on accepted 19, the the by under July company
12, without as either its claim to the of the waiving validity §
sale or unconstitutional, its prior that the was contention statute
notified the selectmen of its desire sell. this it to action By
took the if position that, the within the were questions protest 
VOL. 192. 30

466 REVERE WATER V. CO. WIHTHROP. [192
decided then offer was the an of adversely, unqualified proposal
sale which it must make it business, unless to continue elected in
and which the town force of the statute was by bound equally
under to While the statute is acceptance accept. neither limited
time, of in nor to number town the any town meetings, yet
was to act within obliged a reasonable after undoubtedly time
made, as the the offer had been and at the town meet- rejection
25, 1905, did held on not exhaust the of ing September right
vote town to the of so the the proposition purchase, again upon
1905, 23, which second town held on November at meeting
a the town to reasonable Under voted was within buy period.
to the statute the was within required days company thirty
its unincum- the transaction complete conveying property by
of the a and sufficient deed. The action bered company by good
be in to terms must treated as sell the statutory upon electing
on estab- it could the town to for have leaving gone voluntary,
the its but been lish own the offer duly system, having accepted
such this town is 12 from action. At taking prohibited by §
is the of the the next title by point necessary step passing
done, no but there are which has not been company, provisions
in executed found a the statute which conveyance being prevent
be and delivered after the have which expired, may days thirty
of as this a minimum limit taken for purpose only prescribing
time. It assumed that the company’s is the statute by property
be is of such a that it should by as a whole character conveyed
deed, make and if, to authority and been general having granted
had been in such a an writing receive conveyance, agreement
and which vendor executed the as between purchaser, parties by
its a of in discretion similar terms of court sale, equity embodied
of on a either brought could bill performance by decree specific
25, Evans, 6 30. Thaxter v. Gray, them. Old Railroad Colony
where a The doctrine that v. 159 Mass. party 397. Sprague,
be to his remitted be he can damages may fully compensated by
if relief denied for is at has no suit law application, equitable
v. Roberts Cambridge, is mode of redress. no there other adequate
Newhall, 181; Jones 176, Mass. v. S. 199. See Mass. C. 170 164
to to sell and 244, buy Mass. 248. The respectively 115 rights
statute, conferred the by in the manner are specifically prescribed
followed, or be 31, to 25, have for L. c. would R. otherwise §

REVERE WATER CO. V. WINTHROP. 467 Mass.]
further Because has obtained. the special legislation company
sell, build, to the town cannot to and the elected proceed delay
and caused from in forms various to ascer- uncertainty litigation
tain the the be of would suffi- deemed respective rights parties
cient to the from relieve the forfeiture found in the company
12, or be last sentence of it said that may the town by bringing §
its bill has waived this To relief provision. deny appropriate
to would enable the take of a refusal to company advantage
after its reasons for are shown to be perform non-performance
untenable, and also when became performance only obligatory
and reason its essential of by initiatory The elements of step.
are under 13 not to be determined or the compensation §
until title amount estimated the and if the board of passes,
commissioners and the water the company agree upon price,
town, is to the and this no further consideration of satisfactory
will be but if or either the disagree, town required, they rejects
resort be this their had to and until agreement, court, thus may
consideration of the presented, any important questions which
be then arise would may premature.
but, bill the must be The of dismissed, as a company receiver
has who has administered the been appointed property during
the of the must the terms decree be settled litigation, before a
for the cancellation of the deed, A decree and justice. single
of the 1905, for contract under made specific performance St.
12, c. is be in of to entered favor the 477, town, as although §
to the individual defendants the decree from it which took an
is affirmed with costs. appeal 
So ordered.