In this case, the decree must be reversed and the bill dismissed. The bill is for the specific performance of an agreement, to pay a certain fund to one creditor, instead of another, where the party claiming the fund has no inherent right to it above other creditors, except the promise of the debtor to pay him, in preference to the others. We know of no precedent for enforcing the specific performance of such an agreement. The party must seek his remedy, for a breach of the agreement, by an action at law. The act of the legislature, made the bridge company a body corporate and politic, capable of suing and being-sued, of making contracts, and holding real and personal estate. There is no pretense, that there was not a perfect remedy at law, for the violated contract. If they could be sued, a judgment might be obtained and satisfaction sought, by a sale of their property, the same as any other corporate body, so that the inadequacy of the fund raised and to be raised by the tax, to pay all the debts, did not necessarily show, that by other means the debts could not be paid. But if it were so, there was as much intrinsic merit in the claims of the other creditors, as of the complainants. They were made favorites, by the agreement of the company, and not by reason of any superior equity in their demand. If this were a trust fund, by operation of the law creating it, it was for the benefit of all the creditors equally, and it may be, that equity would interfere, to prevent them from diverting it from its legitimate object, if they threatened to do that, but it would only interfere for the benefit of all the cestui que trust, without showing any partiality to either. And in such a proceeding, all of the creditors should be made parties, unless they were so numerous or so situated, as to make an exception to the general rule.
The principles on which this case is decided, are so simple and so familiar, that we have preferred to determine it upon its merits at once, without regard to the question of service, and other subordinate questions, which were raised on the argument.
The decree is reversed and the bill dismissed.
Decree reversed.