What is requisite to maintain an action of deceit for a false representation inducing a contract.

Motive, as a rule, immaterial.

(b) Horsfall v. Thomas, 1 H. & C. 90; see above, p. 686, n. (I), as to this case.

(c) See above, p. 687.

(d) Dyer v. Hargrave, 10 Ves. 505, 509, 510; Dobell v. Stevens, 3 B. & C. 623; Reynell v. Sprye, 1 De G. M. & G. 660, 710; Price v. Macaulay, 2 De G. M. & G. 339, 346;. Central Ry. Co. of Venezuela v Kisch, L. R. 2 H. L. 99, 120; Redgrave v. Hard, 20 Ch. D. 1.

(e) Above, p. 686. (f) Above, pp. 733 sq. (g) Above, pp. 723, 733.

(A) Polhill v. Walter, 3 B. & Ad. 114, 123; Wilde v. Gibson, 1 H. L. C. 605, 633; Peek v. Gurney, L. R. 6 H. L. 377, 409; Smith v. Chadwich, 9 App. Cas. 187, 201; Berry v. Peek, 14 App. Cas. 337, 365, 371, 372, 374; Le Lievre v. Gould, 1893, 1 Q. B. 491, 498, 500.

Principal, when liable in an action of deceit for a false representation made by bis agent.

Above, p. 686. (k) Selborne, C, Coaks v. Bos-well, 11 App. Cas. 232, 236 ; see the cases cited below, p. 741, n. (p), and cf. above, pp. 682 - 684. (I) Rolfe, Alderson, BB., Corn-foot v. Fowke, 6 M. & W. 358, 370, 371.

(m) Hern v. Nichols, 1 Salk.

289: Parke, 15., Cornfoot v. Fowke, 6 M. & W. 358, 373; Barwick English Joint Stock Bank, L. R. 2

Ex 259; Swift v. Winterbotham, L. R. 8 Q. B. 241; Mackay v. Commercial Bank of New Brunswick, L. R. 5 P. C. 394; Swire v. Francis, 3 App. Cas. 106; Houldsworth v. City of Glasgow Bank, 5 App. Cas. 317; George Whitechurch, Ld. v. Cavanagh, L902, A. C. 117, 140; Giblan v. National, etc. Union, 1903, 2 K. B. 600.

(n) See above, p. 737, as to the right of the party misled, to rescind a contract so induced.

Agent, where liable.

Action of deceit may lie against one not a party to the contract.

(o) Above, p. 686.

(p) Parke, B., Cornfoot v. Fowke, 6 M. & W. 358, 362, 373, 374; above, p. 687, n. (n); Ludgater v. Love, 44 L. T. 694.

(q) Barnett v. South London Tramways Co., 18 Q. B. D. 815; George Whitechurch, Ld. v. Cava-nagh, 1902, A. C. 117.

(r) British Mutual Banking Co. v. Charnwood Forest Ry. Co., 18 Q. B. D. 714; Thorne v. Heard, 1894, 1 Ch. 599, 1895, A. C. 495, 502; George Whitechurch, Ld. v. Cavanagh, 1902, A. C. 117, 141; and sea Ruben v. Great Fingall ConsoL Ld., 1904, 1 K. B. 650, reversed 20 Times L. R. 720; and cf. Hambro v. Burnand, 1904, 2 K. B. 10.

{s) Swift v. Winterbotham, L. R. 8 Q. B. 244, affirmed on this point, Swift v. Jewsbury, L. R. 9 Q. B. 301; Derry v. Peek, 14 App. Cas. 337.

(t) Parke, B., Cornfoot v. Fowke, 6 M. & W. 358, 373.

(u) Above, pp. 733 sq., 739.

(.r) Above, pp. 723, 733.

It has already been pointed out (z) that contracts for the sale of land are not, as regards defects in the quality of the land itself or any building thereon, in the class of contracts uberrimæ fidei; the vendor is under no obligation to disclose any such defect, and if he merely keep silence regarding it, there is no ground for the purchaser to avoid the contract, or even, it is thought, to resist the specific performance thereof. The law is different, however, with respect to the suppression of a defect of title; as a man's title to land must necessarily lie within his own knowledge alone, and is not generally to be ascertained by independent investigation (a). Thus if a vendor of land suppress the fact that it is subject to restrictive covenants, or disclose some only of such covenants and keep silence as to the rest, that is equivalent to a representation that the land is free from such covenants or is only subject to those mentioned (b); and if this representation induced the purchaser to make the contract, he may rescind it (c). And where a vendor makes a special condition of sale in general terms sufficient to preclude objection to some defect of title, but emits to disclose the defect or to bring it to the purchaser's notice, the purchaser may nevertheless resist the specific performance of the contract in equity, though he may be unable to rescind it (d).

Contracts for sale of land are not voidable for non disclosure.

Except in case of sup-pression of defects of title.

Suppression of the existence restrictive covenant

(y) Polhill v. Walter, 3 B. &

Ad. 114; Langridge v. Levy, 2

M. & W. 519, 4 M. & W. 337;

Cann v.Willson, 39 Ch.. D. 39, overruled on the ground that the representation there made was not fraudulent; Le Lievre v.

Gould, 1893, 1 Q. B. 491, 498, 499 - 501

(z) Above, pp. 681[a] Above, p. 685, n. (a).

[b See above, pp. 34, 156, 640, 641.

(c) Flight v. Booth, 1 Bing. N. C. 370: Phillips v. Caldclough, L. I;.4 Q. B. 159; above, pp. 156, 351 and n. (m), 641.

(d) Edwards v. Wickwar, L. R. 1 Eq. 68; Heywood v. Mallalieu, 25 Ch. D. 357 ; Nottingham Patent

Any misrepresentation, whether fraudulent or innocent, which is sufficient to avoid a contract (e), is a good defence to proceedings against the party misled for the specific performance of the contract (f). But, further, the Court may refuse to enforce specific performance of a contract at suit of a party, who has innocently made a misrepresentation to the other, in cases where the party misled would have no right to rescind the contract (g). This is owing to the discretionary nature of the relief of ordering specific performance, and to the fact that, in granting or withholding this remedy, the Court may have regard to considerations of unfairness or hardship and as to the parties' conduct, which could have no weight at law (h). We have already quoted several instances of innocent misrepresentation affording a bar to specific performance but not conferring the right to rescind the contract (h). It appears that an innocent misrepresentation may be a good cause for resisting specific performance, although it may not have actually induced the party misled to make the agreement; that is to say, where it cannot reasonably be supposed that he would not have entered into the contract except in the faith that the representation was true (i).