each party; and the decision of such arbitrators shall be final and conclusive on the parties to this agreement.

"In witness whereof the parties hereto by their own proper hands and seals have signed this memorandum agreement, this twelfth day of September, one thousand eight hundred and seventy-three. "S. E. OLMSTEAD.

"WM. C. STREET.

"H. R. PARROTT.

"WM. T. MINOR.

[L. 8.]

[L. 8.]

[L. 8.]

[L. B.]

" HENRY HUNGERFORD." [L. 8.]

At that time there was no legally incorporated New York and Eastern Railway Company. There was a voluntary association of individuals calling itself by that name and which was the preliminary organization formed for the purpose of promoting and procuring the complete incorporation of the company. Of this voluntary association the Messrs. Olmstead, Street, Minor, and Parrott were the officers and directors. Mr. Hungerford commenced at once the performance of the contract on his part, and obtained contracts from many of the owners of land along the line of the proposed railroad, and expended in such work, as he claimed, much time and a large amount of money. On the tenth day of February, 1874, the company became duly and legally incorporated by filing with the secretary of the state its articles of incorporation as provided by the statute. Mr. Olmstead was made the president of the corporation, as he had been of the preliminary organization, and Messrs. Street, Minor, and Parrott were made directors. On the twenty-seventh day of April, 1874, the corporation, by a duly authorized committee of its directors, consisting of the Messrs. Olmstead, Street, Minor, and Parrott, ratified and declared in writing the contract of the twelfth day of September, 1873 (except that part that had reference to the line of road between the towns of Stratford and Derby) to be a binding contract between Mr. Hungerford and the corporation. The ratification was annexed to the contract, and is as follows:

"The New York and Eastern Railway Company having been, since the execution of the foregoing contract, duly and legally organized, and the committee named herein having been appointed by the directors of said company, and duly authorized to make this agreement, it is hereby agreed, by and between the said committee and said Henry Hungerford, that the foregoing contract is ratified, and declared to be a

binding contract upon the parties, except as to that part of the same which provides for the procuring of land for the right of way from Stratford to Derby, which is not to be procured by said Hungerford. The amount, for that reason, to be deducted from the compensation of five hundred thousand dollars, in. the paid-up capital stock of said company, to be paid to said Hungerford or his assigns, is to be a matter of further negotiation and settlement between the parties; and if they cannot agree, it is to be fixed upon in the same manner as agreed in said contract for the settlement of any differences or disagreements that may arise between the parties."

The corporation preferred its petition to the general assembly at the May session, 1874, praying for liberty to erect a railroad bridge across the Housatonic River as a part of its line, but the petition was dismissed, and liberty to build the bridge was denied.

After the company became duly incorporated, Mr. Hungerford continued in the business of procuring contracts froin other owners of land, and renewals of those contracts which had been previously made; and he claimed that he had obtained the right of way for more than fifteen miles of the distance of the line in such way that it was ready to be conveyed to the corporation. He claimed to have proved that in and about the obtaining of these contracts he spent more than seven months in actual days' work, with an assistant for the whole time, and paid out more than six thousand dollars in cash in the necessary disbursements of the work; and that by reason of the acts and omissions of the company he was prevented from engaging in any other business or occupation from the date of the contract until February 10, 1875. He claimed also that it would not have cost him more than one hundred thousand dollars to have procured the entire right of way called for by the contract. For the purposes of the present discussion, it must be taken that the several claims were proved, and are true, as they are admitted by the demurrers to the remonstrance.

At the hearing before the committee, Mr. Hungerford claimed that, upon the facts of the case, he was entitled to damages. 1. That for breach of contract, by reason of the acts and omis sions of the corporation, there should be allowed to him as damages a sum equal to the par value in money of the five hundred thousand dollars of capital stock of the corporation, less the sums it would have cost him to procure the right of

way; or 2. That there should be awarded to him such a proportionate part of the par value, in money, of the five hundred thousand dollars of capital stock, less the cost of purchasing, as the part of the line which he had procured bore to the whole line; or 3. That there should be awarded to him a sum equal to the fair value of the services and work he and those under him had performed, and also a sum equal to all the money he had disbursed, and such further substantial damages as he was legally and equitably entitled to for the breach of the contract. The committee overruled each of these claims, and refused to allow any substantial damages as claimed by Mr. Hungerford, and allowed nominal damages only. The ruling and decision of the committee on these claims is the fourth ground of remonstrance. A demurrer to this ground of remonstrance was sustained. This is assigned for error in the reasons of appeal, and presents the main question in the case.

Nominal damages mean no damage at all. They exist only in name, and not in amount. In the quaint language of an old writer, they are "a mere peg to hang costs on." They are such as are to be awarded in a case where there has been a breach of a contract and no actual damages whatever have been or can be shown. The facts in connection with the claim of Mr. Hungerford, as found or as admitted by the pleadings, are such as, under most circumstances, would seem to require that more than nominal damages should be allowed. They show that Mr. Hungerford was ready and willing at all times, and able, to perform the contract fully on his part, and that he would have done so except that he was prevented from so doing, and so was prevented from earning the whole sum of five hundred thousand dollars in the fully paid-up capital stock of the corporation, by the acts and omissions and inability of the company.

It is a general rule of law that one who violates his contract with another is liable for all the direct and proximate damages which result from such violation. It is a rule so obviously just and so well established by authority that it ought not to be called in question. It is also a rule of law that "in all cases of prevention of performance, where the plaintiff has been deprived by the defendant of the benefit of the contract, the plaintiff is entitled to recover what he has lost by the act of the defendant": Addison on Contracts, 881. See also Chitty on Contracts, 11th ed., 1323, note b; 1 Sedgwick on Damages, 7th ed., 473. In Wells v. Abernethy, 5 Conn. 227,

this court laid down the same rule. Judge Hosmer, in giving the opinion, said: "If the party omits to do what he stipulated, it is just, as a reasonable substitute, that he should pay the precise value of the thing he contracted to do..... When a contract has been violated, the compensation of the party complaining of the violation should be the value of the contract. He has been deprived of his contract, and he should have in lieu thereof its value ": Wakeman v. Wheeler and Wilson Mfg. Co., 101 N. Y. 211; 54 Am. Rep. 676.

In Taylor v. Bradley, 39 N. Y. 129, 100 Am. Dec. 415, Judge Woodruff, in the decision, said: "The only rule that will do justice to the parties is, that the plaintiff is entitled to the value of his contract. He was entitled to its performance; it is broken; he is deprived of his adventure; what was this opportunity which the contract had apparently secured to him worth? To reap the benefit of it, he must incur expense, submit to labor, and the appropriation of his stock. His damages are what he has lost by being deprived of his chance of profit." See also Brooks v. Hubbard, 3 Conn. 58; 8 Am. Dec. 154; Dennis v. Maxfield, 10 Allen, 138; Chamberlin v. Scott, 33 Vt. 80; Stevens v. Lyford, 7 N. H. 360, 365; Mitchell v. Gile, 12 N. H. 395; Smith v. Smith, 2 Johns. 235, 243; 3 Am. Dec. 410; Gleason v. Pinney, 5 Cow. 152; Planche v. Colburn, 5 Car. & P. 58; Inchbald v. Western Coffee Plantation Co., 17 Com. B., N. 8., 733. Many other authorities are cited in the notes to Cutter v. Powell, 2 Smith's Lead. Cas., 7th ed., 53.

The committee, in one part of his report, says: "I do not find that from the twenty-seventh day of April, 1874 (the date of the ratification), the said Hungerford suffered any special loss or damage from the acts, omissions, and inability of said corporation; and as he makes no special claim for damages from the time of the ratification of the contract until the failure of said corporation to obtain a grant to build said bridge, at which time it became apparent that the company could not. carry into effect the provisions of their contract with him, I find that he necessarily suffered but little loss or damage after that time, and therefore find that he is entitled to nominal damages." In another place he says: "I do not find said ratification of said contract in terms to be a ratification of the acts and doings of Mr. Hungerford in procuring said contracts from individuals for the right of way, nor do I find that the New York and Eastern Railway Company ever ratified said contracts in any other manner." It is evident from these ex

tracts from his report that the learned committee was of the opinion that in estimating damages no regard whatever was to be paid to the contracts which Mr. Hungerford had obtained prior to the ratification by the corporation of its contract with him. In this respect, we think he failed to give the full and proper effect to the ratification.

The corporation, by it ratification of the contract previously made by it promoters, became liable for everything that had been done pursuant to it. That contract was made by the promoters to aid the inchoate corporation, and it was a reasonable means for the carrying out of the authorized purposes of the company. It required Mr. Hungerford to commence at once to procure land. He did so commence, using forms of contracts provided by Mr. Olmstead, the president. The directors acted with full knowledge of all the facts, and with such knowledge they "ratified" the contract. That word itself means the adoption of a previously formed contract. Ratification relates back to the execution of the contract, and renders it obligatory from the outset. By the nature of the act the party ratifying becomes a party to the contract, and is, on the one hand, entitled to all its benefits, and on the other, is bound by its terms: Edwards v. Grand Junction R'y Co., 1 Mylne & C. 650, 672; Negley v. Lindsay, 67 Pa. St. 217; 5 Am. Rep. 427 (Sharswood, J.); Anderson's Law Dict., in verbum; Low v. Connecticut and Passumpsic Rivers R. R. Co., 45 N. H. 370; Stanley v. Chester and Birkenhead R'y Co., 3 Mylne & C. 773. A corporation has power, when fully organized, to ratify a contract made by its promoters, when it is one within the purposes for which the corporation was organized and appears to be a reasonable means for the carrying out of those purposes: Morawetz on Corporations, 549; Touche v. Metropolitan Warehousing Co., L. R. 6 Ch. App. 671. And the ratification makes the contract in all respects what it would have been if the requisite power had existed when it was entered into: Whitney v. Wyman, 101 U. S. 397; Angell and Ames on Corporations, sec. 304; Church v. Sterling, 16 Conn. 888; Fleckner v. Bank of U. S., 8 Wheat. 363 (Story, J.). The fifth ground of remonstrance states that for the purpose of showing that Mr. Hungerford was entitled to no damage, even if the contract had been broken by the company, the company introduced Mr. H. R. Parrott, one of its directors and its secretary, as a witness, of whom it asked: "Was it practicable or possible to obtain subscriptions for the road