The bill is filed by Watkins, to obtain a decree for the value of his interest as a stockholder in the Tuskaloosa and Northport Manufacturing Company. lie founds his right to a decree upon the agreement set forth in “Exhibit A” to Ipis bill.

But he is not entitled to the. decree which he seeks, unless he has done, or offered to do, all that the agreement required him to do, or shows a valid legal excuse for not having done or offered to do all that the agreement required him to do.

The agreement clearly required him to refer, or to offer to refer, the ascertainment of the value of his interest as *521■a stockholder in said company “to two arbitrators, one to be selected ” by him, and one by the company, with authority to select an umpire; for it was the value thus to be ascertained that the express words of the agreement bound the company to pay. Now the statements of his bill, when construed most strongly against him, as they must be, fail to show that he has so referred or offered to refer the ascertain! ent of the value, or that any valid legal excuse existed for his failure so to refer or to offer so to refer. The allegation of his bill in relation to that matter is as follows: “An effort made by the company and orator, to leave the value of orator’s interest as a stockholder to be ascertained by an arbitration, failed, because the parties could not agree upon the arbitrators; the said company failing, in the opinion of orator, to nominate a suitable person, who was willing to undertake the reference, and orator was therefore compelled to revoke the authority to arbitrate.”

This allegation shows, that Watkins was not even willing that the value of his interest as a stockholder should be ascertained in the mode provided for in the agreement, unless the company, in selecting the referee whom it had the right by the agreement to select, would choose one that Watkins thought was suitable. It is very certain that, if the company was willing to select a referee who was in fact suitable, Watkins’ opinion that he was unsuitable could not excuse Watkins for preventing the ascertainment of the value in the mode provided for in the agreement. The bill does not even allege the unsuitableness of the referee who was selected or about to be selected by the company; but alleges only the opinion of Watkins that he was unsuitable.

Whether, alter Watkins has in vain done, or offered to do, all that the agreement requires him to do, in order to get the value of his interest ascertained in the mode therein specified, he may not be entitled to invoke the aid of the chancery court, we shall not now consider. But it is clear that, without doing, or offering to do, more than his bill shows he has done or offered to do, to have the value of his interest as a stockholder ascertained in *522the mode specified in the agreement, he has no right to> relief in such a court. His bill contains no equity, and was, therefore, properly dismissed.

The decree of the chancellor is affirmed, at the costs of appellant.