Common management agreement upheld where mutual forbearance, continuing obligations, and negative substance supported injunctive relief.

A September 1928 estate agreement was treated as a binding common-management arrangement because its recitals and covenants, read as a whole, showed an intention to preserve the estate, avoid partition for the stipulated period, and manage it jointly through a common manager. Mutual surrender of separate management rights and connected liabilities supplied valid consideration. Unilateral removal of the manager did not end the underlying contract between proprietors, as the agreement required joint management and provided its own mechanism for disputes. The instrument was also held enforceable by injunction because, in substance, it imposed a negative restraint on separate management even though some covenants were affirmative in form.

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Issues: (i) Whether the agreement of September 1928 created a binding arrangement for common management of the estate; (ii) whether the agreement was supported by consideration; (iii) whether the common management had come to an end by the unilateral act of some proprietors; and (iv) whether an injunction could be granted under the Specific Relief Act to restrain breach of the agreement.

Issue (i): Whether the agreement of September 1928 created a binding arrangement for common management of the estate.

Analysis: The recitals and covenants, read as a whole, showed that the parties intended to preserve the integrity of the estate, avoid partition for the stipulated period, and maintain joint management through a common manager. The instrument was not to be read clause by clause in isolation; its overall effect was to regulate the common enjoyment and management of the property by the parties jointly.

Conclusion: The agreement created a binding arrangement for common management.

Issue (ii): Whether the agreement was supported by consideration.

Analysis: The parties gave up their ordinary right to manage their respective interests separately and undertook obligations connected with the lease and common administration. That mutual forbearance and the assumed liabilities under the connected transaction supplied sufficient consideration.

Conclusion: The agreement was supported by valid consideration.

Issue (iii): Whether the common management had come to an end by the unilateral act of some proprietors.

Analysis: The right of one party to dispense with the services of the manager did not determine the contractual arrangement between the proprietors themselves. The agreement required joint management, and disputes concerning management were to be referred in the manner provided by the contract. The unilateral removal of the manager did not terminate the underlying agreement.

Conclusion: The common management was not brought to an end.

Issue (iv): Whether an injunction could be granted under the Specific Relief Act to restrain breach of the agreement.

Analysis: Although some covenants were affirmative in form, the agreement, taken as a whole, operated negatively because it restrained the parties from doing what they otherwise had a right to do, namely, manage their shares separately and break up the common arrangement. Applying the substance of the contract rather than its form, the agreement fell within the rule permitting injunction where the contract contains a negative obligation coupled with an affirmative one that cannot be specifically enforced.

Conclusion: An injunction was maintainable under the Specific Relief Act.

Final Conclusion: The plaintiff established a subsisting contractual right to common management and was entitled to restrain interference with that arrangement.

Ratio Decidendi: Where an agreement, taken as a whole, is negative in substance though affirmative in form, a court may enforce the negative obligation by injunction even if specific performance of the affirmative part is unavailable.

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