pence,

shillings and

and Company, Limited, the sum of ——— pounds
being a deposit of 5s. per share on application for
lative Preference Shares of £1 each in the above named Company.

Six per Cent. Cumu

£

For

(Stamp.)

Cashier.

66

Conditions of Sale.

PRELIMINARY NOTE.

The proper office of the Particulars of Sale is to describe the subject-matter of the Contract; that of the Conditions to state the terms on which it is sold "per Malins, V.C., in Torrance v. Bolton (14 Eq. 124, 130); see, too, Blaiberg v. Keeves ([1906] 2 Ch., at p. 184; 75 L. J. Ch. 464). General conditions deal with the conduct of the sale down to completion, and provision is made by general conditions (a) to protect the vendor from liability in respect of innocent misdescriptions, or omissions in the particulars; (b) to enable him to rescind the contract if requisitions are made and insisted on which he is unable to comply with, and (c) for the forfeiture of the deposit and to empower the vendor to re-sell if the purchaser fails to perform his contract. As to how the Court interprets stipulations of this kind see Re Terry and White (32 Ch. D. 14; 55 L. J. Ch. 345), Re Deighton and Harris ([1898] 1 Ch. 458; 67 L. J. Ch. 240), and Isaacs v. Powell ([1898] 2 Ch. 285; 67 L. J. Ch. 508).

The functions of particulars and conditions.

General con

ditions.

The title to be shown and the evidence of title to be furnished, and ease- Special conments, rights and interests known to the vendor and affecting the property or ditions. the title will be provided for by special conditions which must be framed so as not to be unfair or misleading (Re Banister, 12 Ch. D. 131; Re Marsh and Earl Granville, 24 Ch. D. 11; 53 L. J. Ch. 81; and Nottingham &c. Co. v. Butler, 16 Q. B. D. 778; 55 L. J. Q. B. 280). A condition requiring the purchaser to assume that which the vendor knows or ought to know to be false would be misleading (Re Banister, supra), but a condition requiring the purchaser to assume that which the vendor believes to be true, though there be no evidence to support it, would not be misleading (Re Sandbach and Edmundson, [1891] 1 Ch. 99; and see Re Scott and Alvarez, [1895] 2 Ch. 603; 64 L. J. Ch. 821; and Blaiberg v. Keeves, [1906] 2 Ch. 175; 75 L. J. Ch. 464).

Title com

Where the title is to commence with a document of an exceptional character, for example, a Voluntary Conveyance, the nature of such document should be mencing with stated in the conditions, and if the title is to commence with a document less than exceptional forty years old that, too, should be stipulated for in the conditions.

document.

The following statutory provisions must be considered in settling conditions Commenceof sale. By sec. 1 of the Vendor and Purchaser Act, 1874, forty years was ment of title. substituted for sixty years as the root of title which a purchaser may require in the absence of stipulation to the contrary; but a longer title must be furnished where more than sixty years could before the Act be required.

Defects shown by recitals or

By sec. 3, sub-sec. 3 of the Conveyancing Act, 1881, the purchaser is Prior title. debarred from investigating the title prior to the time prescribed by law or stipulated for the commencement of the title, but not if defects appear by recitals or the purchaser can show aliunde that the title is defective (Nottingham &c. Co. v. Butler, supra; Re Cox and Neve, [1891] 2 Ch. 109, and Re Nisbet and Potts, [1906] 1 Ch. 386; 75 L. J. Ch. 238).

aliunde.

By sec. 3, sub-sec. 2 of the Conveyancing Act, 1881, the title of the Lord of the Enfranchised Manor cannot be required on the sale of enfranchised copyholds, but the conditions copyholds. of sale should stipulate that the purchaser shall take subject to any restrictions &c. in the enfranchisement deed.

By the Vendor and Purchaser Act, 1874, sec. 2, sub-sec. 1, a purchaser of Leaseholds. leaseholds held under a lease or underlease cannot require the title to the freehold. This applies to long leaseholds, but the creation of the term must be shown (French v. Buckley, L. R. 5 Q. B. 213). The purchaser of an underlease cannot call for the reversioner's title (Conveyancing Act, 1881, sec. 3, sub-sec. 1), but he can require the lease under which the vendor holds, and the dealings herewith to be abstracted (Gosling v. Woolf, [1893] 1 Q. B. 39).

By the Conveyancing Act, 1882, sec. 4, the preliminary contract for a lease Contract for made under a power shall not form part of the title or evidence of title to the lease. lease. The purchaser is therefore excluded from calling for an abstract or production of any such contract.

The statutory provisions as to leaseholds above referred to do not apply to Leases for leases for lives.

By the Conveyancing Act, 1881, sec. 3, sub-secs. 4 and 5, on a sale of leaseholds (query as to leases for lives) the purchaser is to assume (unless the contrary appears) that the lease was duly granted; and on the production of the receipt for the rent last due (unless the contrary appears) that the covenants have been performed up to completion (Highett v. Bird, [1903] 1 Ch. 287; 72 L. J. Ch. 220; Re Taunton &c. Society, and Roberts, [1912] 2 Ch. 381; 81 L. J. Ch. 690); but these sub-sections do not apply to the sale of a mortgage term by a mortgagee by sub-demise, as to which a special condition must be made.

lives.

Receipt for

rent evidence of perform

ance of

covenants.

tration under

Where a mortgage by sub-demise had been executed before registration of Mortgage by the leasehold title under the Land Transfer Acts, and the mortgagee sells subse- sub-demise quently to registration, he is not the vendor of registered land within sec. 16, prior to regissub-sec. 2, of the Land Transfer Act, 1897, and cannot be required to register his charge before completion or to procure a transfer from the registered proprietor (Voss and Sanders' Contract, [1911] 1 Ch. 42; 80 L. J. Ch. 33).

By the Vendor and Purchaser Act, 1874, sec. 2, sub-sec. 2, recitals, statements and descriptions of acts, matters and parties contained in deeds, instruments, Acts of Parliament and statutory declarations twenty years old at the date of the contract unless proved to be inaccurate are to be taken as sufficient evidence of such facts, matters and descriptions.

L.T. Acts.

Recitals in deeds more than 20 years

old.

Under the Vendor and Purchaser Act, 1874, sec. 2, sub-sec. 3, the inability of Covenant for the vendor to furnish the purchaser with a legal covenant to produce and furnish production copies of documents of title shall not be an objection to title in case the purchaser of deeds. will on the completion of the contract have an equitable right to the production of such documents. Under sub-sec. 4 such covenants as the purchaser can require are to be furnished at his expense. As to the purchase's equitable right