Tyler et ux. v. Black.

of common sense, without producing an exclamation as to the inequality of it, the court will infer, from that fact alone, that there must have been such imposition, or oppression in the transaction, as to amount to a case of fraud, from which it would not suffer any benefit or advantage to be derived. Other circumstances of fraud will aid the court."

To apply these principles to the case at bar.

The inadequacy of price, in this case, is such, as of itself, to afford evidence of fraud. In 1799 Parsons conveyed to Putnam for 50 cents an acre. Black paid Tyler and wife 8 cents an acre.

Black, in his answer, says that it was worth from 50 cents to $2 per acre, November 30, 1846. Now 50 cents to $2 averages $1.25 per acre; so that Black purchased for 8 cents an acre what he admits was worth $1.25 an acre. He bought for $50 what he admits was worth $757.50.

Third Proposition. The bill may be sustained on the ground of fraud and fraudulent representation, and for inadequacy of price, united.

On these principles the court will find a rule for their guidance in Seymour v. Delancey, 6 Johns. Ch. R. 222. Chancellor Kent, in that case, found it convenient to take the average value, as established by the witnesses on the one side and the other.

On this principle the land was worth about $4.45 an acre, or $2,688.36, in November, 1846, date of deed of Tyler and wife o Black.

The denials of the answer are thus overcome, and the bill is maintained.

The counsel for the defendant in error made the following points, viz.:

The court has no jurisdiction. The value of the matter in controversy is one of the points at issue in the case. The proofs fail to show the land to be worth $2,000. It is not worth over 50 cents per acre, as shown by respondent's witnesses.

(The arguments upon this point upon both sides depend so entirely upon references to the testimony, that they cannot be reported.)

Point 2. There was no inadequacy of price.

The inadequacy, to be evidence of fraud, must be so gross as to shock the conscience. 1 Story's Eq. Jur. §§ 244, 245, 246; 1 Sugd. Vend. [*422, 423,] 318, 319, and cases there cited. Here is no satisfactory proof of such inadequacy as would even amount to damage. 1 Story's Eq. Jur. § 203. The consideration, on Black's part, was the $100 paid, the amount due for taxes and interest, and his claim for trouble and expenses, in dis

covering and notifying the heirs. There is no sufficient proof now (as before shown) that all which Black takes by his deed is worth more than that. At the time of the contract it was doubtful how much he would take by his deed, or whether he would take any thing.

It was not then fully ascertained whether Dr. Putnam died seized of any portion of this lot; and it was not known of how n ch, if any. It was not even known that Parsons had sold hin. any land, or if any, how much. The extent of Mrs. Tyler's rights, as heir at law, was not clearly ascertained. The value of the land was unknown. Defendant had no information but that derived from Mrs. Sheldon, and Tilden, and from e Putnams.

Where neither of the parties knows the value of the estate, no inadequacy of consideration can operate, even to prevent a decree for specific performance in favor of the purchaser. Anon. cited in 1 Bro. C. C. 158, and 6 Ves. Jr. 24; 1 Sugd. Vend. [*441, 442,] 318.

Point 3. There was no fraudulent concealment.

A purchaser is under no obligation to give any information, unless there be some relation of confidence between the parties. 2 Kent's Com. (5th ed.) 490. By Lord Thurlow, in Fox v, Macreth, 2 Bro. C. C. 420; Laidlaw v. Organ, 2 Wheat. 178; 1 Story's Eq. Jur. sect. 207.

The parties to this contract were strangers to each other. The complainants are persons of intelligence, and in "comfortable circumstances."

Black offered to communicate every thing for a reasonable compensation; and the offer was made at the commencement of the conversation, and repeated afterwards. In fact there was no concealment.

Before the execution of the deed the complainants were informed of every fact, known to the defendant, in relation to the land and their title thereto.

It is too late for complainants to take advantage of any concealment during the negotiation, they having executed the deed after all the facts were fully disclosed. Hovenden on Frauds, 106, cites Fleetwood v. Green, 15 Ves. 594; Burroughs v. Oakley, 3 Swanst. 168; 1 Sugd. Vend. 392, sects. 27, 28, and cases cited; 1 Story's Eq. Jur. sect. 203, a.

Point 4. There was no misrepresentation.

The testimony of E. F. Putnam and others, as to the representations made to them at Fairfield, is irrelevant and inadmissible. The interrogatories, which called it out, were objected to. If admissible, it is discredited by the evident bias and strong feeling of the witnesses; by their mutual contradictions, in rela

Tyler et ux. v. Black.

tion to Black's denial of knowledge of the quantity of land, and his statements in relation to the numer of acres, the price of land sold, the place searched for papers, &c.; and by their statement that Black said Mrs. Tyler was dead, which contradicts the case as settled by bill and answer.

Black did not represent that he had a tax-title, or a lien on the land. The charge is inconsistent in its several parts, and with complainants' proof. The claim, which he set up, was the claim which the answer shows that he had, an equitable one on the owners of the land, and not a legal charge on the land itself. He made no representation as to the number of

acres.

This charge is not made the subject of a particular interrogatory, but is covered by interrogatories 7 and 16; and is denied in the answer.

Black stated that he "did not know how many acres belonged to said Aaron Putnam;" he could not have known. The statement of the number of acres, if made, was a mere matter of opinion, so understood by all parties, and there is no evidence that it was insincere.

A misrepresentation must be of something more than a mere matter of opinion. 1 Story's Eq. Jur. 179; Hepburn v. Dunlop,

1 Wheat. 179.

The representation, if made, was not material. The land in itself is worthless; the only value is the timber. The number

of acres gives no idea of the quantity of that. About the timber there were no representations made and no inquiries. It was no inducement to the sale. The bill contains no averment that it was an inducement; (see p. 627); no denial of its truth; no interrogatory in relation to it; no averment that the complainants believed it. It was not regarded as evidence of the value of the land sold by either party, for Tyler afterwards inquired again as to the character and value, and Black declared he knew nothing about it. The only inducement specifically charged is the doubt as to Mrs. Tyler's title. The only unfairness in relation to the value of the land charged against Black is the withholding information. He said that Tilden's part of the lot was purchased at a shilling per acre, and not at twelve and a half cents, as charged. Tilden paid a shilling. Black so stated at Fairfield; the Soules interpolated the word "York; Stanwood borrows the story and reduces the York shilling to Federal currency.

500 acres at 12 cents, $62.50, incumbered by tax claims. for about $300. The story is incredible, and inconsistent with the propositions made by Black. What Black did say was not thus incredible or inconsistent, for Stanwood believed him, and

Tyler et ux. v. Black.

thought a doubtful title to half the land worth more than he asked for his information.

Black's representations of his inducements to purchase are not shown to be false; and, if they were, that would furnish no grounds for rescinding the contract.

A purchaser is under no legal obligation to make a true disclosure of his motives. Vernon v. Keys, 12 East, 632, 637, 638. Point 5. The misrepresentation must be of something, in regard to which the party places known trust and confidence in the other. If the party had no right to place reliance upon it, and it was his own folly to give credence to it, it will not avoid the contract. 1 Story's Eq. Jur. sects. 197, 199.

Before any of the representations complained of were made, Black assured Dr. Tyler that he would give no information whatever, unless paid therefor; and repeatedly made the same assurance to him, in substance, in reply to his pressing questions. If, after that, Dr. Tyler relied upon any thing, wrung from the defendant by his importunate inquiries, it was a folly, from the consequences of which a court of equity will not relieve him.

Point 6. Before they executed the deed, the complainants knew where the land is situated, and where the evidence of their title is recorded, and could have ascertained whether the representations made by Black were true.

If Black made all the representations charged in the bill, they then knew that some of them were untrue, and were put on their guard as to the rest.

Misrepresentation of a matter, where a party was capable of seeing whether it was right or not, is no ground for relief. Ainslie v. Medlycot, 9 Ves. 13; 1 Madd. Ch. 253; Bayley v. Merrel, Cro. Jac. 386; 3 Bulstr. 95; 1 Story's Eq. Jur. sect. 149; 2 Kent's Com. 485, 486, note d.

The deceit must be such as ordinary prudence would not protect the party against. 1 Story's Eq. Jur. sect. 200, a.

Point 7. Black's claim on account of taxes paid, &c., is valid in foro conscientiæ. Complainants will not be entitled in equity to the relief prayed for, until provision is made for that claim.

They have never offered to pay him if he would rescind the contract; nor even requested him to rescind. The bill contains no such offer. The parties cannot be placed in statu quo.

Mr. Justice WAYNE delivered the opinion of the court. This is an appeal from the Circuit Court of the United States for the District of Maine, sitting as a court of equity.

The complainants, Tyler and wife, filed their bill to set aside a sale of land made by them to Black, upon the ground of fraud, concealment, and fraudulent representations made to them by

Tyler et ux. v. Black.

Black; and also upon the ground of inadequacy of price as furnishing evidence of fraud.

Towards the latter end of the last century, the State of Massachusetts established a lottery for the sale of some lands in Maine; and one Zenos Parsons drew a prize of 1920 acres, being lot number one in township No. 33.

On the 25th of March, 1799, Parsons conveyed to Aaron Putnam, of Charlestown, Massachusetts, for the consideration of six hundred dollars, twelve hundred and twelve acres of the said land, being an undivided interest. Putnam had three children, two sons, and a daughter. The daughter married Tyler, and they were the complainants and appellants in the present cause. One of the sons died without issue, and the other son left two children, viz., Edward and Elizabeth, who married Soule, who resided in Fairfield, Vermont.

At the time of the death of Aaron Putnam, his daughter was a minor, and resided in Massachusetts. When the transaction occurred which gave rise to the present suit, she was residing with her husband, Tyler, at Hopkinton, in New Hampshire. Black resided near the land in Maine, and had acted as the agent of the owner of the remaining undivided interest for upwards of twenty years.

In November, 1846, Black went to Fairfield, in Vermont, and offered to purchase the share of Edward and Elizabeth, who were ignorant of their title to the land; but they refused to sell. Black there learned that Tyler and his wife were the owners of one half of the 1212 acres which had been conveyed by Parsons to Putnam, and immediately proceeded to Hopkinton to see them. At this time Black's position was this: he resided at the town of Ellsworth, which communicated, by a navigable stream, with the land in question; he had been connected, since 1833, with his father, John Black, in the business of agency for the proprietors of nearly all the lots in the townships in which the land in question was situated; and in the seasons of 1844-5 and 1845-6 there had been lumbering operations upon lands in the neighborhood.

The interview between Black and Tyler is thus described by Joseph Stanwood in his deposition.

Second. To the second interrogatory he saith:-"I was present at the public house when Mr. Black came here and took the deed, as before stated; my father-in-law and I were then keeping a public house; Mr. Black came in and inquired for Doctor Tyler; what sort of a man was he, and what were his circumstances as to property; I told him he was a physician, doing a tolerable good share of business; had his house and other buildings clear of debt, as I supposed."