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estate originally bargained for, can not be set up in opposition to the original contract. (u). A contract to make a good title to an estate means, of course, a title both good at law and in equity. (x) If, therefore, the vendor has only a naked legal title as a trustee, or a mere equitable interest without the legal estate, the contract as to title is not fulfilled. (y)' A title may be good, and the purchaser be compelled to complete the purchase, although there may be no title-deeds to produce. "There are good titles of which the origin can not be shown by deed or will; but then you must show something that is satisfactory to the mind of the court, that there has been such a long, uninterrupted possession, enjoyment, and dealing with the property, as affords a reasonable presumption that there is an absolute title in fee-simple." (z) If a conveyance to a purchaser has been accidentally burned, the vendor, if living, will be compelled to execute a fresh conveyance, and supply the defect in the title occasioned by the accident. (a)

515. Of the period for which the title ought to be shown-As an estate for life may last sixty years, and thirty years more may be required, in case of disabilities, to bar the claim of the remainderman, it is

(u) Deverell v. Lord Bolton, 18 Ves.

(x) Maberly v. Robins, I Marsh.
258; 5 Taunt. 625. Jeakes v. White,
21 L. J., Ex. 265. Boyman v. Gutch,
7 Bing. 279.

(y) Elliott v. Edwards, 3 B. & P. 183. Cane v. Baldwin, 1 Stark. 65.

(z) Cottrell v. Watkins, I Beav. 365. Scott v. Nixon, 3 Dru. & W. 405.

(a) Bennett v. Ingoldsby, Finch, 262.

A tender of title is not good from another than the vendor. So, in a contract for sale, when part of the land belongs to a third person, the latter's tender to the purchaser of a deed of that part owned by him, with covenants of warranty from himself, is not a tender of the deed and covenants of the first vendor. Cook v. Grant, 16 Sergt. & R. 198; and see as to de. livery of a deed, ante, vol. i. p. 49; of an escrow, Id. p. 51.

obvious that the period of sixty years for which the title is, by the general practice of the profession, required to be carried back, is not too long, and that a purchaser would not be safe in limiting his researches to a shorter space of time. "By the Vendor and Purchaser Act, 1874 (37 & 38 Vict. c. 78), s. 1, in the completion of any contract of sale of land made after December 31, 1874, and subject to any stipulation to the contrary in the contract, forty years shall be substituted as the period of commencement of title which a purchaser may require in place of sixty years, the present period of such commencement; nevertheless earlier title than forty years may be required in cases similar to those in which earlier title than sixty years may now be required." The Statute of Limitations (3 & 4 Wm. 4, c. 27), consequently, although it has made a sixty years' title, a better title than it was before, has in nowise abridged the time for which the title must be shown; and every purchaser is still entitled, as we shall presently see, to the production of a sixty years' title on the part of the vendor. (6) An oral stipulation that the title is not to be made out, beyond a limited period can not, as previously mentioned, be engrafted upon a written contract which makes no mention of such a stipulation; but, if a notice in writing to that effect can be proved to have been given to the purchaser prior to the making of the contract, the latter must accept the title as limited, unless he can show that he had refused to be bound by the notice, and had declined to treat on the terms sought to be imposed on him. (c)

516. Title to leaseholds. If an agreement is made for the sale of leasehold property (not being a church lease), the vendor is bound to establish the (b) Cooper v. Emery, 1 Phil. 388. (c) Ogilvie v. Foljambe, 3 Mer. 65.

lessor's title to grant the lease, unless there is an express stipulation to the contrary in the contract; and no agreement to dispense with the production of the lessor's title will be implied from the antiquity of the lease, (d) the shortness of the term for which the lease is granted, the small value of the property, or the absence of a premium. "By the Vendor and Purchaser Act, 1874 (37 & 38 Vict., c. 78), s. 2, it is enacted in the completion of any contract made after the 31st of December, 1874, and subject to any stipulation to the contrary in the contract, under a contract to grant or assign a term of years, whether derived or to be derived out of a freehold or leasehold estate the intended lessee or assign shall not be entitled to call for the title to the freehold." (e) But there is no such implied engagement in the case of a bargain for the purchase of an agreement for a lease. (f) If the vendor stipulates that he shall not be obliged to produce the lessor's title, this stipulation does not, of course, preclude the purchaser from taking any objection derived from another source to the validity of that title. (g) But, if the purchaser agrees to take the title that the vendor has, and to purchase the lease as holden by him, he will be precluded from objecting to the title. (h) The obligation to produce the lessor's title does not, it seems, extend to church leases and bishops' leases. (i) Upon the sale of a leasehold for lives, expressed to have been granted by a corporation in consideration of the surrender of a

(d) Frend v. Buckley, L. R., 5 Q. B. 213; 39 L. J., Q. B. 90.

(e) Souter v. Drake, 5 B. & Ad. 992; 3 N. M. 40. Hall v. Betty, 5 Sc. N. R. 508; 4 M. & Gr. 410. Purvis v. Rayer, 9 Pr. 488. Deverell v. Lord Bolton, 18 Ves. 505.

(f) Kintrea v. Preston, I H. & N. 357; 25 L. J., Ex. 287.

(g) Shepherd v. Keatly, I C. M. & R. 117.

(h) Spratt v. Jeffery, 10 B. & C.


(i) Fane v. Spencer, 2 Mad. 438.

prior lease, the title to the surrendered lease must be shown. () When a man professes to grant or sell a lease, it is, of course, understood to be a lease which the lessee or purchaser may insist upon as good against all the world. If, therefore, a covenant or condition has been broken, and a right to re-enter has accrued to the superior landlord, and the vendor is unable to put the purchaser into possession of a good lease, he is responsible in damages for a breach of contract. (1) If the consent of the original lessor is essential to the validity of the transfer or assignment of the lease to the purchaser, it is, of course, the duty of the vendor to procure that consent. (m) When leaseholds, consisting of several houses held under the same lease, are sold in several lots to distinct purchasers, and the lease contains covenants affecting the whole, with a proviso enabling the landlord to reenter in the case of the breach of any one covenant, the purchaser of one lot may be evicted without any default on his own part, but solely through the default of another purchaser. (n) Very great inconveniences may arise and great risk be run of the loss of the entire purchase from such a state of circumstances: the covenants of the original lease, therefore, should be strictly examined. When such covenants exist, the purchaser is not bound to accept the title with an indemnity. (0)

517. Waiver of proof of title and of objections to title. Where a person contracted for the purchase of a lease of a public-house, and of the stock and goodwill, and entered into possession, paid part of the

(k) Hodgkinson v. Cooper, 9 Beav. 304; 15 L. J., Ch. 160.

(7) Penniall v. Harborne, 11 Q. B. 368; 17 L. J., Q. B. 94. Nouaille v. Flight, 7 Bea. 521.

(m) Lloyd v. Crispe, 5 Taunt 249. Mason v. Corder, 7 Id. 9; 2 Marsh. 332.

(n) Patterson v. Long, 6 Beav. 597. (0) Blake v. Phinn, 3 C. B. 976.

interest, it was

purchase-money, and mortgaged his held that he had waived his right to call for the production of the lessor's title. (p)' The mere taking possession of lands and tenements under an agreement for the purchase of them, before any abstract has been delivered, or proof of title produced, does not, of course, amount to a waiver of the purchaser's right to have an abstract delivered and title proved in the usual and ordinary course; (9) nor does the taking possession by the purchaser, after the delivery of an abstract, amount to an acceptance of the title, where the vendor has no title at all to the estate and interest bargained for and agreed to be conveyed. But, if possession is given under the contract, and the abstract of title is delivered, and the purchaser continues in possession for a lengthened period, making no objections at all to the title, or only frivolous objections, with a view of delaying payment of the purchase money, the court will decree payment without going into any investigation of title, unless the title is clearly shown to be bad. (r) transfer the estate agreed to be sold is a condition precedent to the vendor's right to the purchase money; and the court can not, of course, make a purchaser accept a title which does not exist, and will not compel him to pay the purchase money, when it can not give him the estate for which he agreed to pay it. (s) A purchaser can not be held to have

(p) Haydon v. Bell, I Beav. 337.
) Burroughs v. Oakley, 3 Swanst.


() Margravine of Anspach v. Noel,

Proof of title to

I Mad. 310. Hall v. Laver, 3 You. &
C. 196.

(s) Blachford v. Kirkpatrick, 6 Beav. 236.

One entering upon land, under a contract to purchase, or those claiming under him, is estopped from denying his vendor's title. See Pyles v. Reeve, 4 Rich. 555.

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