the lessor had in him at the date at which he granted the lease, and it has therefore been held that a covenant for perpetual renewal entered into by a person holding a limited interest in land does not bind the estate beyond that interest (p). With regard to leases granted after December 31st, 1881, the Conveyancing Act (9) contains the following provision:

"The obligation of a covenant entered into by a lessor with reference to the subject-matter of the lease shall, if and as far as the lessor has power to bind the reversionary estate immediately expectant on the term granted by the lease, be annexed and incident to and shall go with that reversionary estate, or the several parts thereof, notwithstanding severance of that reversionary estate, and may be taken advantage of and enforced by the person in whom the term is from time to time vested by conveyance, devolution in law, or otherwise; and, if and as far as the lessor has power to bind the person from time to time entitled to that reversionary estate, the obligation aforesaid may be taken advantage of and enforced against any person so entitled.” (r).

Apart from the legal right of the tenant to enforce the covenants of a lease, the purchaser who buys with notice of a tenancy is bound by all the equities which the tenant could enforce against the vendor under his tenancy agreement, unless they were personal to the vendor. After completion, although

(p) Muller v. Trafford, [1901] 1 Ch. 54.

(q) 44 & 45 Vict. c. 41, s. 11.

() This section has not altered the rule that the burden of covenants which are personal or collateral does not run either with the lease or the reversion (Davis v. Town Properties Corporation, Limited, [1903] 1 Ch. 797).

not before, the rule applies that notice of a lease is notice of its contents (s); and the occupation of the land by a tenant affects the purchaser with constructive notice of all that tenant's rights (t). But a purchaser is only affected with notice of the equities which the tenant can insist on, and notice of the tenancy is not notice of the title of the lessor. An intending purchaser is not bound to inquire of the tenants to whom they pay their rents, and is not affected with constructive notice that the vendor is out of possession or that he is trustee for some third party.

Actual knowledge by the purchaser that the rents of the land are paid by the tenants to some person whose receipt of them is inconsistent with the title of the vendor is constructive notice of that person's rights; but mere knowledge that the rents are paid to an estate agent affects the purchaser with no notice at all (u).

SECTION 3.

LIEN OF THE UNPAID Vendor.

Notwithstanding the execution of the conveyance and delivery of possession, and although such conveyance contains a receipt for the purchase money, the vendor retains a lien on the estate for the whole or any part of the purchase money remaining unpaid which prevails against all persons claiming as

(s) Lewis v. Stephenson (1898), 67 L. J. Q. B. 296; Dart's Vendors and Purchasers, p. 975.

(t) Daniels v. Davison (1810), 17 Ves. 433. (u) Hunt v. Luck, [1902] 1 Ch. 428.

volunteers with or without notice, and also against subsequent assignees for value taking with notice (x). Of course, an assignee for value without notice who obtains the legal estate is not affected by the vendor's lien; and as against even an equitable assignee for value without notice, the unpaid vendor who has parted with the title-deeds and given a full receipt for the purchase money will be estopped from setting up his prior equitable estate (y).

It seems, notwithstanding a dictum to the contrary of ALEXANDER, L.C.B., that the lien of an unpaid vendor does not extend to the title-deeds, and that the title-deeds could be recovered by the purchaser at law after conveyance of the estate, even though the purchase money was unpaid, unless the conveyance was executed as an escrow to be delivered on payment of the money (2). But since the Judicature Act it is presumed that the vendor having an equitable charge is entitled to retain the titledeeds (a).

The lien is generally lost by taking an independent security for payment (b); but it will not be lost by the vendor taking a bond, bill of exchange, or promissory note, or other security which merely

(x) Mackreth v. Symmons (1808), Wh. & Tu., Vol. II., p. 926, and notes thereto.

(y) Rice v. Rice (1853), 2 Drew, 73; Rimmer v. Webster, [1902] 2 Ch. 175.

(z) Goode v. Burton (1847), 1 Ex. 189; Austin v. Croome (1842), 1 Car. & M. 653; Harrington v. Price (1832), 3 B. & Ad. 170.

(a) Thurstan v. Nottingham Permanent Building Society, [1902] 1 Ch., at p. 13; Dart's Vendors and Purchasers, p. 826.

(b) Nairn v. Prowse (1802), 6 Ves. 752; Capper v. Spottiswoode (1829), Taml. 21; Bond v. Kent (1692), 2 Vern. 281.

evidences or facilitates payment, even though a surety join therein (c).

The lien of the vendor is barred after twelve years (d).

SECTION 4.

RESCISSION AFTER COMPLETION.

After conveyance the vendor will have no remedy if the property prove more valuable than it was supposed to be (e); but the court has power to rectify a conveyance where there has been common mistake, as, for instance, where the conveyance comprises more than either party intended to deal with (ƒ).

In Bingham v. Bingham (g), the conveyance was set aside on the ground of common mistake, as it appeared that the vendor had purported to sell property which in reality belonged to the purchaser. In that case there was a total failure of consideration (h).

A conveyance may also be set aside on the ground of fraud, as in Hart v. Swaine (i), where it was held

(c) Dart's Vendors and Purchasers, 829.

(d) 37 & 38 Vict. c. 57, s. 8; Toft v. Stephenson (1848), 7 Hare, 1.

(e) Okill v. Whittaker (1847), 2 Ph. 338.

(ƒ) Leuty v. Hillas (1858), 2 De G. & J. 110; Beck v. Kyte, [1907] 1 Ch. 645.

(g) (1748), Ves., Supplement, 79. In 1 Ves. 126 it is reported as an agreement to purchase, with no mention of conveyance. (h) Cf. Strickland v. Turner (1852), 7 Ex. 208; Hitchcock v. Giddings (1817), 4 Price, 135.

() (1877), 7 Ch. D. 42; and cf. Carpmael v. Powis (1847), 11 Jur. 158.

that the vendor had committed a legal fraud by making a false statement for the purpose of benefiting himself. This decision was treated by COTTON, L.J., as a case of deceit (k). It is clear, however, that if a misrepresentation was made in good faith and believed to be true at the time it was made, this is no ground for relief after the conveyance, either by way of compensation or by setting aside the whole transaction (). If there has been an error in substantialibus sufficient to annul the whole contract, but there has not been a total failure of consideration, it is conceived that this will not justify rescission after conveyance (m). There are strong dicta to the effect that rescission after conveyance of land can only be obtained on the ground of unfair dealing (n).

The above remarks, however, only refer to the sale of estates in possession (o). In the case of sales by heirs, reversioners, or expectants, very different principles apply, and the court will presume fraud from "the circumstances or conditions of the parties contracting" (p); as, for instance, the youth of the

(k) Soper v. Arnold (1887), 37 Ch. D. 102. It is now decided that there is no distinction between legal and moral fraud. See Derry v. Peek (1889), 14 App. Cas. 347.

(1) Brownlie v. Campbell (1880), 5 App. Cas., at p. 938. (m) Re Tyrell (1900), 82 L. T. 675; Clare v. Lamb (1875), L. R. 10 C. P. 334; Debenham v. Sawbridge, [1901] 2 Ch., at p. 109.

(n) May v. Platt, [1900] 1 Ch., at p. 623; Brownlie v. Campbell (1880), 5 App. Cas., at p. 937.

(0) Cf. Webster v. Cook (1867), L. R. 2 Ch. 542.

(p) See Chesterfield v. Janssen (1751), Wh. & Tu., Vol. I., and notes thereto.