Conveyances of real property are made by deed; but simple contracts are often made for the purchase of real estate, and the specific performance of these contracts may be enforced in equity, (a) or actions may be brought on them at common law. (b) Neither equity nor law will enforce such contract, if it be founded upon fraud,(c) or gross misrepresentation, (d) or upon an intentional concealment of an important defect in or objection to;m estate; (e) but a mere inadequacy of price - not gross, and not attended by circumstances indicating fraud or oppression - is not sufficient to avoid it. (/) And where the land is sold with

(a) That specific performance of contracts for the sale or purchase of railway shares 'will be enforced in equity, see Duncuft v. Albrecht, 12 Sim. 189;Shaw v. Fisher, 12 Jur. 152; Wynne v. Price, 13 id. 295.- The idea formerly entertained, that a court of equity might award compensation for non-performance of a contract of sale, is now exploded. Todd v. Gee, 17 Ves. 273; Sainsbury v. Jones, 5 Myl. & C. 1.

(b) See Moses v. McFerlan, 2 Burr. 1011; Farrer v. Nightingal, 2 Esp. 639; Squire v. Tod, 1 Camp. 293. It seems, that if the subject-matter of the contract is such that both vendor and purchaser would be reimbursed by damages, a court of equity will decline to interfere, and will leave a party to his remedy at law. This is the case in ordinary agreements for the sale of stock. Cud v. Butter, 1 P. Wms. 570; Nutbrown v. Thornton, 10 Ves. 159. - It has been thought, however, that in some cases a bill in equity for specific performance ought to be maintained in such contracts. See 2 Story, Eq. §§ 717, 724.

(c) See Davis v. Symonds, 1 Cox, 407; Seymour v. Delancey, 6 Johns. Ch. 225; Acker v. Phoenix, 4 Paige, 305; Nellis v. Clark, 20 Wend. 24; Miller v. Chetwood, 1 Green, Ch. 199; Clement v. Reid, 9 Sm. & M. 535.

(d) Cadman v. Homer, 18 Ves. 10. In this case the purchaser was plaintiff, and was the seller's agent, and specific per-formance was refused, because be had represented to the seller that the houses had been injured by a flood, and would require between .£40 and £50 to repair them, whereas 40s. would have repaired the damages See also Lord Clerment v Tas-burgh, 1 Jac. & W. 112; Parker v. Harrison, 2 Collyer. 546; Best v. Stow, 2 Sandf.

Ch. 298; Schmidt v. Livingston, 3 Edw.

Ch. 213; Rodman v. Zilley, Saxton, 320; Brealey v. Collins, Yonnge, 317.

(e) But general statements by a seller, although not the whole truth, will not amount to such misrepresentation as to avoid the contract. See Kenton v. Browne, 14 Ves. 144; Lowndes v. Pane, 2 Cox, 363,

(f) Whitefield v. MeLeod. 2 Bay, 380, of fraud. But inadequacy of price, if gross and attended by circumstances evincing unconscientious advantage taken by the purchaser of the improvidence and distress of the vendor, will avoid the contract in equity, although the contract be executed.

Stewart v. The State, 2 Har. & G. 114, Knobb v. Lindsay, 5 Hamm. 472: Osgood V. Franklin, 2 Johns. Ch. 1; Coles v Tre-cothick, 9 Ves. (Sumner's ed) 234; Woodcock v. Bennet, 1 Cowen, 733; Minturn v. Seymour, 4 Johns. Ch. 500; Birdsong v. Birdsong, 2 Head, 289, where inadequacy of consideration is said to be only a badge.

McKinney v. Pinckard, 2 Leigh, 149; such words as "more or less," but with definite and distinct boundaries, equity will not relieve against a considerable excess or deficiency of land over the description, if there be neither fraud nor gross mistake. (ff)

It may be well to remark that a mere return of the deed to the grantor, even with an indorsement, "I transfer the within deed to (the grantor) again," will not reconvey a freehold estate which has once vested in the grantee. (fy)

Delivery is requisite, and if a deed remains after execution, in the possession and control of the grantor, it takes no effect. It may be delivered as an escrow, to a third party to be delivered to the grantee; and if to be delivered only on certain terms and conditions, and the depositary delivers the deed in disregard and violation of the conditions, and the grantee refuses or is unable to perform them, the deed would be held void. (fh)

In all our States a record is required of conveyances of land, and a recorded deed takes effect over a prior deed unrecorded, of which the grantee had no knowledge or notice. But open and visible possession by the former grantee may be notice to the later grantee. (fi) The record is said to be notice to all the world; but this means to all who are interested in the title; and is held not to affect strangers to the title who are put upon no inquiry in relation to it. (fj) Estates are frequently sold at auction; and in that case, the plans and descriptions should be such as will give true information to such persons as ordinarily attend such sales; for if they are deceptive or materially erroneous, the purchaser is not bound to take the estate; (g) and if these descriptions are

Evans v. Llewellyn, 2 Bro. Ch. 150. See Groves v. Perkins, 6 Sim. 576; Sturge v. Sturge, 14 Jnr. 159. And if the inadequacy of price is so gross as to be itself sufficient evidence of fraud, then the contract will be void. See Rice v. Gordon, 11 Beav. 265. But an inequality of price, in order to amount to a fraud, must be so strong and manifest as to shock the conscience and confound the judgment of any man of common sense. Osgood v. Franklin, 2 Johns. Ch. 23; and see How v. Weldon, 2 Ves. Sen. 516; Gwynne v. Heaton, 1 Bro. Ch. 2; Coles v. Trecothick, 9 Ves. 246. - Although inadequacy of price is not a ground for decreeing an agreement to be delivered up or a sale rescinded (unless its grossness amounts to fraud), yet it may be sufficient for the court to refuse to enforce performance. Osgood v. Franklin, 2 Johns. Ch. 23; Mortlock v. Buller, 10

Ves. 292; Day v. Newman, cited in Mortlock v Buller. See also, ante, p. *436.

(ff) Noble v. Gookins, 99 Mass. 231.