the Statute of Frauds, and has become, by implication, tenant from year to year, such tenancy may be determined by the usual notice to quit at the end of the first or any subsequent year thereof; and the tenancy will cease on the expiration of the term mentioned in the instrument, and the premises may then be recovered without any notice or demand (x). Thus where a tenant entered under an agreement for a lease for seven years, which was never executed, it was held that he was not entitled to notice to quit at the end of the seven years (y). 2. RECITALS. Recitals of former instruments, or of some ante- Recitals. cedent circumstances which have led to the lease in question, are convenient for the sake of clearness and elucidation. They also explain the intention and meaning of the parties (z). As a lease by deed operates like any other deed as an estoppel, parties are generally prevented from afterwards disputing the facts therein recited (a). The question how far parties are bound by recitals in deeds has been much discussed. The doctrine of Lord Coke, that "a recital (x) Doe d. Tilt v. Stratton, 4 Bing. 446; Doe d. Bromfield v. Smith, 6 East. 530. (y) Doe d. Tilt v. Stratton, supra. See Berry v. Lindley, 3 M. & G. 498. (2) See Cruise's Digest, title xxxii. Deed, c. xxi. s. 22; see Ringer v. Cann, 3 M. & W. 343. (a) As to estoppel by recital, see Salter v. Kidgley, 1 Show. 58; Com. Dig. Estoppel (A) 2; Veale v. Warner, 1 Saund. Wills, 325 a, n. (c); the notes to the Duchess of Kingston's case, 2 Smith, L. C. 656 (5th edition); Lainson v. Tremere, 1 A. &. E. 762; Bow man v. Taylor, 2 A. & E. 278; doth not conclude because it is no direct affirmation" (b), has been expressly overruled. The law on this subject has been thus stated by Parke, B., in Carpenter v. Buller (c) :-" If a distinct statement of a particular fact is made in the recital of the bond or other instrument under seal, and a contract is made with reference to that recital, it is unquestionably true that, as between the parties to that instrument and in an action upon it, it is not competent for the party bound to deny the recital, notwithstanding what Lord Coke says on the matter of recital in Coke Littleton, 352 b; and a recital in instruments not under seal may be such as to be conclusive to the same extent. A strong instance as to a recital in a deed is found in the case of Lainson v. Tremere (d), where, in a bond to secure the payment of rent under a lease, it was recited that the lease was at a rent of £170, and the defendant was estopped from pleading that it was £140 only, and that such amount had been paid. So where other particular facts are mentioned in a condition to a bond, as that the obligor and his wife should appear, the obligor cannot plead that he appeared himself, and deny that he is married, in an action on the bond (e). All the instances given in Com. Dig. Estoppel (A) 2, under the head of 'Estoppel by Matter of Writing' (except one which relates to a release), are cases of estoppel in actions on the instrument in which the admissions are contained. By his contract in the instrument itself a party is assuredly bound, and must fulfil it. But there is no authority to show that a party to the instrument would be estopped in an action by the other party, not founded on the deed, and wholly collateral to it (f), to dispute the facts so (b) Co. Litt. 352 b. (c) 8 M. & W. 212. (d) 1 A. & E. 792. (e) 1 Roll. Abr. 873, c. 25. (f) See the South Eastern Railway Co. v. Wharton, 31 L. J. Ex. 515, 6 H. & N. 520. “admitted, though the recitals would certainly be evidence. For instance, in another suit, though between the same parties, where a question should arise whether the plaintiff held at a rent of £170 in the one case, or was married in the other case, it could not be held that the recitals in the bond were conclusive evidence of these facts. Still less would matter alleged in the instrument wholly immaterial to the contract therein contained; as, for instance, suppose an indenture or bond to contain an unnecessary description of one of the parties as assignee of a bankrupt, overseer of the poor, or as filling any other character, it could not be contended that such statement would be conclusive on the other party in other proceedings between them." Thus in Bowman v. Taylor (g) a deed recited that the plaintiff had invented certain improvements for which he had obtained a patent, and the defendant, in consideration of a license to use it, entered into a covenant, for breach of which he sued; the defendant, by his plea, traversed the invention of the plaintiff, and such plea was held bad on demurrer; the passage from Coke Littleton above quoted (h) was cited. However, the Court was unanimous in giving effect to the estoppel. "The law of estoppel," said Taunton, J., "is not so unjust or absurd as it has been too much the custom to represent. The principle is, that where a man has entered into a solemn engagement by and under his hand and seal as to certain facts, he shall not be permitted to deny any matter to which he has so assented. The question here is whether this be a matter so assented to by the defendant under his hand and seal, that he shall not be permitted to deny it in pleading? It is said that the allegation in the deed is made by way of recital; but I do not see that a statement such Distinction be as this is the less positive because it is introduced by a' whereas.' 999 It would therefore appear that, in order to make a recital operate as an estoppel, there must be-(1.) A distinct statement (i) of some material (j) particular (k) fact; (2.) A contract made with reference to such statement. But if it is the recital by one party of a fact within his knowledge, on the faith of which the other party contracted, the latter may perhaps not be estopped. Thus in Stronghill v. Buck (1), Paterson, J., said, in delivering the judgment of the Court, "When a recital is intended to be a statement which all parties to the deed have mutually agreed to admit as true, it is an estoppel upon all. But when it is intended to be the statement of one party only, the estoppel is confined to that party, and the intention is to be gathered from construing the instrument. All the cases were brought forward and considered in Young v. Raincock (m), and we have no doubt that the result of them is as above stated." As to when a recital in a deed amounts to a covenant, see tit. Covenant (n). 3. WORDS OF DEMISE. The usual words of demise are-" demise, lease, tween leases and to farm let." But any other words which are sufficient to explain the intent of the parties, that the and agree ments. (i) See Kepp v. Wiggett, 10 C. B. 35. (j) Carpenter v. Buller, supra. (k) See Rolle's Abrg. Estoppel (P), pl. 1 & 7; Com. Dig. Estoppel (A) 2; Salter v. Kidley, 1 Show. 59; Rainsford v. Smith, Dyer, 196 a, note; Stroud v. Willis, Cro. Eliz. 762. See judgment of (7) 14 Q. B. 787. one shall divest himself of the exclusive (o) possession, and the other come into it for a determinate. time-whether such words run in the form of a license (p), covenant (q), or agreement (r)—are of themselves sufficient, and will, in construction of law, amount to a lease for years, as effectually as if the most proper and pertinent words had been used for the purpose (s). Thus a license to enjoy or inhabit a house has been deemed a demise of it (t). So if A, by articles, covenant with B that he shall have, hold, or enjoy certain lands for a certain time, this amounts to a lease; but if A covenant with B that C shall have, hold, or enjoy them, it is otherwise (u). So where the owner of the fee agreed to convey the premises to B for a certain number of years, at a certain rent, and the instrument contained the usual covenants for payment of rent, &c., this was holden to be a lease (v). So where A agreed to let, &c., it was holden to be a present demise (w). So where B agreed" to pay the sum of £140 per annum, in quarterly payments, for the house and premises at, &c., (o) See R. v. Morrish, 32 L. J. M. C. 245; Taylor v. Caldwell, 32 L. J. Q. B. 164, 3 B. & S. 826; Handcock v. Austin, 32 L. J. C. P. 252, 14 C. B. N.S. 429. (p) Hall v. Seabright, 1 Sid. 428, 2 Keb. 561; Jepson v. Jackson, 2 Lev. 194; Trevor v. Roberts, Hard. 366; R. v. Winter, 2 Salk. 388; Watkins v. Overseers of Milton, L. R. 3 Q. B. 350, 37 L. J. M. C. 73; Grant v. Oxford Local Board, L. R. 4 Q. B. 9; Carr v. Benson, L. R. 3 Ch. App. 524. For the distinction between leases and licenses, see post, p. 68. (2) Drake v. Monday, W. Jones, 231, Cro. Car. 207; Right d. Green v. Proctor, 4 Burr. 2208; Right d. Bassett v. Thomas, 3 Burr. 1441; Whitlock v. Horton, Cro Jac. 91; Jones d. Trimleston (s) Bac. Abr. tit. Lease (K). See Wilkinson v. Hall, 3 Bing. N. C. 532; Neale v. Mackenzie, 1 M. & W. 759. (t) Bac. Abr. tit. Lease (K); 1 Leon. 129. (u) Bac. Abr.tit. Lease (K); Drake v. Monday, Cro. Car. 207; Tisdale v. Essex, Hob. 34; Doe d. Jackson v. Ashburner, 5 T. R. 163. (v) Alderman v. Neat, 4 M. & W. 704. (w) Staniforth v. Fox, 7 Bing. 590. |