the agreement, and requested the defendant's solicitor to alter WALTERS it in such a way as he might think proper, and return it for revision. On the 19th July, 1858, the defendant's solicitor wrote to the plaintiff's solicitor a letter, saying that it would be premature to discuss the draft lease before the twelve months had expired. On the 9th December, 1858, the plaintiff's solicitor wrote to the defendant's solicitor a letter containing the following passages: "Under an impression, derived as I am instructed from a statement by Mr. Morgan to Mr. Walters that he was willing to grant this lease without awaiting the expiration of twelve months, the draft of that document was prepared by me and handed by Mr. Walters to Mr. Morgan in the early part of July last for his approval and was subsequently submitted by him to you. The result was, as you will remember, that Mr. Morgan finally objected to *sign any lease at that time, and suggesting a doubt whether the agreement was binding upon him, determined at all events to do nothing in the matter until the expiration of twelve months. As that period will expire to-day I must request to be at once informed whether Mr. Morgan is ready or whether he declines to execute a lease to Mr. Walters in accordance with the above-mentioned agreement. In the former case I must beg you to return me the draft with any modifications you may consider your client entitled to have made. in it, and in the latter my instructions are immediately to take the necessary steps for compelling a specific performance of the agreement by your client." The bill, after stating to the foregoing effect and setting out some further correspondence, prayed a specific performance of the agreement. The defendant by his answer stated that the agreement was entered into by him when he had recently purchased the property and was unacquainted with it, and under circumstances amounting to concealment and misrepresentation of the value of the property on the part of the plaintiff, who had lived in the neighbourhood of the property for some time and was well acquainted with it, and moreover that the defendant was induced to sign the agreement by surprise and without any opportunity of considering the stipulation as to granting a lease, the agreement having been brought to him ready for signature without any draft having been submitted to him, and that upon his objecting to sign it without further consideration the plaintiff had represented that the amount to be agreed to be given by the agreement for the sand and clay was the same that he had given to Mr. Wilson, a neighbouring land-owner, by which the MORGAN. [ *720 ] WALTERS v. MORGAN. [ *721 ] Nov. 2. [ *722 ] defendant was led to believe that the sum offered was the *fair value; that the plaintiff had stated that if the land turned out to be more valuable he would give the defendant his "fair share." Mr. Rolt and Mr. E. K. Karslake supported the appeal. Sir Hugh Cairns and Mr. E. F. Smith appeared for the defendant. The following authorities were referred to: Marquis of Townshend v. Stangroom (1), Fox v. Mackreth (2), Turner v. Harvey (3), Myers v. Watson (4). THE LORD CHANCELLOR: Judgment reserved. This was a bill filed for the specific performance of an agreament for a lease of mineral property; the bill having been dismissed without costs. After listening to the long and able arguments at the Bar on this appeal, I have carefully perused the very voluminous papers connected with it; and I come to the conclusion that one of the grounds of defence set up by the respondent has been substantiated, so that the decree appealed against ought to be affirmed. It was quite unnecessary to argue that an equity Judge has not an unlimited discretion as to decreeing or refusing to decree the specific performance of an agreement. He is bound by rules which his predecessors have laid down, founded on justice and expediency. In the present case, the signing of the agreement was admitted. But six grounds of defence were relied upon: 1. Inequality on the face of the agreement. 2. That the plaintiff had been a bankrupt. 3. Inadequacy of consideration established by the evidence. 4. The conduct of the plaintiff, after the agreement, with respect to the working of the minerals. 5. The alleged fraudulent burning of the plaintiff's diary. 6. That the plaintiff, with superior knowledge of the quality of the minerals, had unfairly surprised the defendant, and induced him to sign the agreement. 1. I cannot say that this agreement shows upon the face of it any inequality which, without evidence, would justify the Court in refusing to enforce it. The royalty of 3d. per ton weight of 2,880 pounds for sand, and 4d. per ton of the same weight for clay, may be quite fair, although this be the "long ton," without being so specified. A lease for twenty-one years, on such a render, may be fair; and there is nothing necessarily unfair in making the lease renewable; or in the covenant to grant an additional acre for the erection of works, without an increased rental. (1) 5 R. R. 312 (6 Ves. 328). (4) 89 R. R. 173 (1 Sim. N. S. 523, 528). Considering that by the agreement "all usual covenants" were to be inserted in the lease, I cannot say that the omission in the agreement of a specific covenant for a sleeping rent is fatal. The amount of the sleeping rent could not well be fixed by the Court; but the usual covenant to work the mine, and to get the sand and clay in a proper manner during the lease, might be sufficient. 2. The defence that the plaintiff had formerly been a *bankrupt is wholly untenable, there being no evidence that he is not now solvent and able to perform his engagements. 3. I think that, according to the evidence, the royalty reserved was considerably lower than it might reasonably have been, according to the real value of the sand and clay, but that there is no such inadequacy of consideration established as per se would be a sufficient reason for refusing specific performance. 4. There appears to me to be nothing in the conduct of the plaintiff after the signing of the agreement, which materially affected the rights of the defendant, or could deprive the plaintiff of the benefit of the agreement, had it been duly entered into. 5. The burning of the plaintiff's diary by his housemaid, which in one part of his judgment the VICE-CHANCELLOR (according to the shorthand writer) said "is what I rest my judgment upon," is certainly suspicious; but I cannot say that, as explained, it would be enough of itself to support the decree. 6. The ground on which I am of opinion that the decree ought to be supported is, that by the contrivance of the plaintiff the defendant was surprised and was induced to sign the agreement in ignorance of the value of his property. I most fully concur in the doctrine of concealment and misrepresentation as laid down by Lord THURLOW in Fox v. Mackreth, and qualified by Lord ELDON in Turner v. Harvey. There being no fiduciary relation between vendor and purchaser in the negotiation, the purchaser is not bound to disclose any fact exclusively within his knowledge which might reasonably be expected to influence the price of the subject to be sold. Simple reticence does not amount to legal fraud, *however it may be viewed by moralists. But a single word, or (I may add) a nod or a wink, or a shake of the head, or a smile from the purchaser intended to induce the vendor to believe the existence of a non-existing fact, which might influence the price of the subject to be sold, would be sufficient ground for a court of equity to refuse a decree for a specific performance of the agreement. So, à fortiori, would a contrivance on the part of the purchaser, better informed than the vendor of the real value of the subject to be sold, to hurry the vendor into an agreement without giving him the opportunity of being fully informed of its real value, or time to deliberate and take advice respecting the conditions of the bargain. In the present case, although the parties had met on several occasions before the signing of the agreement, and had conversed about the digging in the land for a year by way of experiment, yet till the written agreement for the lease was brought by the plaintiff to the defendant "cut and dry," there does not appear to have been any negotiation between them for a lease, nor any proposal respecting the term to be granted (which is substantially fortytwo years), or the royalty to be reserved, or any of the covenants to be contained in the lease. Then the plaintiff urges the defendant to sign the agreement, saying "you will trust to me for making a fair allowance if it should turn out more valuable.” This is of a piece with his afterwards employing his own solicitor to prepare the lease, and trying to get it signed by the defendant without the defendant's solicitor having seen it. A purchaser who so conducts himself cannot be said to have proceeded with the good faith which even jurists require in such a transaction. It has been argued, that although there might have been a parol representation as to giving the defendant a fair share of the value, this may now be considered as part of the actual agreement, and that a specific performance ought to be decreed. of the written agreement with the parol agreement superinduced upon it. But I apprehend that this course can only be adopted properly where the party praying for the specific performance has conducted himself with perfect good faith. I think, therefore, that in this case the bill was properly dismissed. I have been asked by the respondent to vary the decree, inasmuch as it orders the bill to be dismissed without costs; but I concur with the VICE-CHANCELLOR in thinking that the respondent was himself to blame in signing the agreement with full knowledge of its defectiveness, and that he himself has contributed to the litigation. I am further of opinion that this appeal should be dismissed without costs. The appellant's counsel and the respondent's counsel have respectively contended most strenuously, and with seeming sincerity, that on all the points, except the burning of the diary, the VICE-CHANCELLOR's judgment was in favour of their client. This judgment, occupying twenty-three brief sheets closely written, and showing a most minute and anxious analysis of every particle of the pleadings and the evidence, I have most attentively and respectfully perused, and I am bound to confess that in the nicely balanced consideration of conflicting assertions and probabilities it is very difficult to say what, upon some of these points, was the conclusion at which his Honour finally arrived. Upon the whole I cannot say that the appellant was improperly advised to bring this appeal, and I therefore order this appeal to be dismissed without costs, the deposit to be returned to the appellant. EX PARTE ACKROYD (1). (3 D. F. & J. 726—737.) The rule in Ex parte Waring, 13 R. R. 217 (19 Ves. 345), applies in favour of the holders of bills drawn or accepted by a firm with whom securities had been deposited by a third person to cover the bills and certain cash advances made to him by the firm. This third person was not a party to the bills, but he had agreed to indemnify the firm against the bills, and the affairs both of the firm and of the third person were being wound up under arrangements analogous to the law of bankruptcy. [NOTE. The deposited securities had not been in any way appropriated to meet the cash advances made by th efirm, and upon the facts stated in the case it seems that those advances had been covered and repaid out of the proceeds of other bills which had been handed to the firm for that purpose by the third person to an amount far in excess of the cash advances made by them to him.-O. A. S.] THIS was an appeal from an order of Mr. Commissioner WEST made on the petition of James William Scott, one of the registered public officers of the Yorkshire Banking Company, on behalf of the Banking Company and all other the holders of bills of exchange who were entitled to participate in a sum of 3,3521. 7s. 2d. hereinafter mentioned. William Chapman Haigh for six months and upwards next preceding his suspension of payment carried on business at Bradford as a woolstapler under the name or style of "W. C. Haigh.' Edward Smith carried on business as a woolstapler in London. Smith and Haigh had dealings together, and Smith in the usual course of business consigned wools to Haigh for sale. Smith also had dealings with a firm of William Cheesebrough & Son, who then also carried on business as woolstaplers at Bradford. On the 7th of November, 1857, Smith, Haigh and Samuel Laycock Tee, a partner in the firm of William Cheesebrough & Son, being all at that time (owing to the then state of trade) much pressed for money, met at Derby and agreed to assist each other by the negotiation of bills of exchange in the following manner: Smith agreed to hand over to Haigh two bills of exchange for (1) This case was apparently not cited in Ex parte Smart, In re Richardson (1872) L. R. 8 Ch. 220, 42 L. J. Bk. 22, 28 L. T. 146, where a the LORDS JUSTICES delivered |