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able only because the characters of vendor and purchaser were united in the same person, to annul the sale simply for that cause would assuredly be to sacrifice substantial justice to a mere technical rule.
Where, however, the vendor or beneficial proprietor, at the time of the sale, is in pecuniary difficulties, and so continues afterwards, delay for less than twenty years cannot confidently be depended on as precluding the right to equitable relief. Fraud may not exist : but the situation and circumstances of the [*]parties affording to one such peculiar facility to overreach and temptation to desert the interests of the other, a proportionably strong and efficient safeguard evidently becomes needful(i). And hence in Hall v. Noyes(a), where the vendor at the time of sale was much embarrassed in his affairs, a purchase by a trustee, under circumstances of the most favourable kind as respected his dealing in the transaction, was set aside after the lapse of ten years. But that twenty years in ordinary cases of this sort will bar the equity of the vendor, admits, it is conceived, of no dispute(6)..
To repel the presumption from long forbearance, evidence may be adduced on the part of the persons equitably entitled, of the existence of any of the common legal incapacities(c). Ignorance that the trustee or person confidentially employed was the real
(a) 3 Ves. 748, cited. See also and Beat. 156. 3 Bro. C. C. 483.
(c) See 1 Jac. and Walk. 51, (6) Medlicott v. O'Donel, 1 Ball 62 ; 12 Ves. 375.
(1) McKants v. Bee, 1 McCord, Ch. 490.
purchaser may also be urged as efficacious in this respect; for so long as that fact remains concealed, laches in contesting the transaction clearly cannot be imputed, and the supposition of acquiescence being excluded, the case (when the discovery is made) is the same as if the breach of confidence had been but just committed(a).
A further ground of exception from the general rule is the fact of the cestuis que trust being persons, who, though interested generally as a class or body, [*] are not, at least in a material degree, as individuals. Of this description are creditors entitled under a commission of bankrupt, and creditors for whose benefit the debtor has conveyed or devised his property to be sold : with regard to whom it is considered unreasonable to expect the same diligence in impeaching the conduct of the trustees, as it is incumbent on.private persons to pursụe, whose individual interests only are affected(). The same rule obtains, where the cestuis que trust are a sect or united body of persons professing particular religious opinions (c)(1).
(a) Randall v. Errington, 10 before the Court of Exchequer, Ves. 423; Chalmer v. Bradley, cited 6 Ves. 632 ; and York-buil1 Jac. and Walk. 51. See also dings' Company v. Mackenzie, 8 Whatton v. Toone, 5 Madd. 54. Bro. P. C. by Toml. 42.
(6) Whichcote v. Lawrence, 3 (c) Att. Gen. v. Lord Dudley, Ves. 470, 752. See also a case Coop. C. C. 146.
(1) Upon a trust created by a devise of lands for payment of debts a creditor was held not to be bound by a lapse of eight years in making his claim by analogy to the statute of limitations ; the question is how the debt stood at the death of the testator. IIughes v. Wynne, 1 T. & R. 307.
III. As to Purchases of Reversions.-Purchases of reversionary interests on account of the oppression which has frequently attended them, are generally regarded in equity with much suspicion ; the only cases of exception appearing to be, when made at sales by public auction (a), or before a Master in Chancery under a decree. But although purchases of future rights by private contract excite suspicion, they will not always be overturned ; for where the present worth of the property is known, and on that a just estimate is made in the usual way of computing the value of reversions, a sale at the estimated price cannot, it should seem, be impeached. The instances in which relief is afforded, are where the sales complained of have not been openly and fairly conducted, or where an inadequate consideration lias not been given, such as a payment [*]short of the computed value in the tables (6). Inferring from the artifice used, or from the inadequacy of price, that the vendor has suffered imposition, the court on the usual principle of preventing fraud will annul the sale, and on re-payment of the purchase money with interest and costs, decree a re-conveyance(c).
The protective interference of the court was formerly confined, or nearly so, to unconscientious bargains with
young heirs ; and at this day so great is the jealousy shown in regard to such transactions, that when contested, it devolves, not on the seller to prove that the price obtained was inadequate, but on
(a) Shelly v. Nash, 3 Madd. sher, 1 M-Clel. and You. 89. 232.
(c) See generally on this sub(6) Gowland v. De Faria, 17 ject, Sugden on Purchases, 7th Ves. 20. Sed vide Headen v. Ro- Edit. 244.
the purchaser to show that he gave the full value(a). According to later decisions, however, it appears, that equity does not confine its relief to these cases; but that the same assistance will be given in every instance, where a remainder or reversionary interest has formed the subject of sale(b), of whatever age the seller may be (c). It seems also to be established, that no sufficient cause for deviation from the general rule is afforded in the circumstance of the expectancy being contingent(d).
[*]While the vendor continues in the same state of distress in which he entered into the contract, it is difficult to conceive how his quiescence can furnish any argument favourable to the title of the purchaser. Nevertheless, in a case(e) before Lord Alvanley, M. R. in 1801, where a bill to set aside the sale of a reversion was brought twelve years after the transaction took place, his Honour dismissed it solely on the length of time. In the case alluded to, the plaintiff, who was in want of the very means of subsistence, had offered his reversionary estate for sale previously to the purchase complained of, to several different individuals. After the purchase was completed he went abroad, and did not return till shortly before the bill was filed. The evidence merely went to show inad
(a) Ibid, 246 ; 2 Swanst. 122,
(d) See per
Lord Eldon in E139.
vans v. Cheshire, Belt's Suppl. to (6) 1 Fonbl. on Equity, 5th Ed. Vesey, 306; Marsack v. Reeves, 135; Sugd. on Purchases, 7th Ed. 6 Madd. 108 ; Bowes v. Heape, 3 248; also Marsack v. Reeves, 6 Ves. and Bea. 117. Madd. 108.
(C) Moth v. Atwood, 5 Ves, (c) 2 Swanst. 122, 141; 1 845. Fonbl. on Equity, 5th Edit. 135.
equacy of consideration. At the hearing the Master of the Rolls said, “ This is one of those unfortunate cases, upon which the Court feeling that the transaction is not quite of the complexion to be wished, yet under all the circumstances is not at liberty to grant the relief prayed. The plaintiff was very indigent, and of dissipated manners. The evidence as to the value of the estate is contradictory, as it always is. He was determined to sell this reversion : and if the law will not prevent a man from selling, it would be too much for a court of equity to say, any bargain upon the subject will be bad. The defendant was not going about, or lying by, to avail himself of an opportunity to get a good bargain. The plaintiff, it is clearly admitted, offered it over and over to all the town, to twenty persons. [*]That circumstance is decisive; and would alone be sufficient to dismiss a bill brought at the distance of twelve years from the transaction. I admit it is a very considerable bargain: but there was no fraud or circumvention. It was done deliberately; and not in consequence of a plan laid to gain a good bargain. The bill must be dismissed with costs."
The authority of this decision in its full extent seems very doubtful, and will perhaps be held to govern only in cases precisely similar. The plaintiff, at the time of the sale, was an extremely needy man; and his going and continuing to reside abroad are circumstances which strongly show that for a considerable time his embarrassments did not cease. Now in Gowland v. De Faria (a), Sir William Grant said,
(a) 17 Ves. 20; See p. 25. See also Roach v. O'Brien, 1 Ball