Price v Ley
| Jurisdiction | England & Wales |
| Judgment Date | 01 January 1863 |
| Date | 01 January 1863 |
| Court | High Court of Chancery |
English Reports Citation: 66 E.R. 692
HIGH COURT OF CHANCERY
S. C. 7 L. T. 845; 9 Jur. (N. S.) 295; affirmed 32 L. J. Ch. 530; 11 W. R. 475.
[235] price v. ley. Dec. 11, 12, 13, 14, 15, Feb. 15, 1863. [S. C. 7 L. T. 845; 9 Jur. (N. S.) 295; affirmed 32 L. J. Ch. 530; 11 W. R 475.] A vendor, being a lessee of a house with a right of purchase, agreed to sell the fee-simple and inheritance for 2500, and assigned his lease and contract to purchase to the purchaser, who by mistake covenanted to perform the covenants in the lease. It appearing that one-fourth of the property was leasehold, and the vendor having brought an action for the purchase-money-On bill filed by the purchaser, the Court set aside the contract. On a bill to set aside a written instrument on the ground of mistake or surprise, parol evidence is admissible to shew that such instrument is contrary to the real terms of the contract, and that it ought to be set aside. In July 1861 the Plaintiff, requiring a house on the south coast of Devonshire, ascertained that the Defendant had a suitable house for sale called " The Hill," at Teignmouth, and caused a Mr. West to apply to the Defendant to know whether he would let the house. In answer to such application the Defendant sent to Mr. West the following letter :- "The Hill, 22d July 1861.-Dear Sir,-It would not answer my purpose to let The Hill; I can only sell, and the lowest price is 2500." In consequence of this letter the Plaintiff went to see the house, and some negociation took place between him and the Defendant about the price, the Defendant refusing to take less, and telling the Plaintiff that he had placed the house in the hands of a Mr. Cotton, who told him there would be no difficulty in getting 2500 for it. Mr. West then obtained from Mr. Cotton's clerk a copy of an advertisement, which was in the following terms :- 4GIFF.236. PEICE V. LEY 693 " Teignmouth, South Devon.-To be sold, with immediate possession, a delightful freehold family residence, within one mile of the railway station, standing in about three and a half acres of ground, commanding most extensive sea and land views. The house contains double drawing-room, dining-room, library, eleven bedrooms, two dressing-rooms, kitchen, housekeeper's-room, [236] pantry and all necessary domestic offices; three-stalled stable, double and single carriage-houses, harness-room, laundry and loft over; good vinery and garden: additional land can be rented.-Apply to Mr. W. Cotton, house agent, Teignmouth." The Plaintiff, in the belief that the property was freehold, on the 31st July 1861 wrote to the solicitors of his trustees the following letter :- "I saw the other day a house at Teignmouth which would suit me, but it is for sale, and not to be let. I suppose, with the consent of our trustees, there would be no particular difficulty in altering the investment of a portion of the trust money from India five per cents, to a freehold house, stone-built and modern 1 I am told the title is good and simple. A line by return of post will much oblige.-Yours very truly, " fowler B. price." The solicitor of the Plaintiff's trustees having informed the Plaintiff that the trustees would advance the money, the Plaintiff wrote to Mr. Cotton, agreeing to purchase the house at the sum of 2500, in reply to which Mr. Cotton begged the Plaintiff to meet the Defendant at the Queen's Hotel on the 6th August, in order to settle the terms of the purchase. The 5th, 6th and 7th paragraphs of the bill were in the following terms :- " About this time the Plaintiff was informed by the Defendant and first learnt that the Defendant was not actually seized of the freehold of the house, but that he had only a lease or an agreement for a lease of it for a short term of years, with power to buy and require a conveyance of the freehold from his lessor, Mr. William [237] Pearce Blake, at any time during the term. The Defendant, however, represented himself to the Plaintiff as being in equity the freeholder, and as being able and as intending to obtain from Blake, and to convey to the Plaintiff, the legal fee-simple of the property, and the Plaintiff entered into and continued and carried on negotiations with the Defendant on the faith of the Defendant's said representations, and on the basis of an understanding that the Plaintiff was dealing with the Defendant for the purchase, from the Defendant alone, of the fee-simple of the property, and the Defendant (believing at that time that Mr. Blake had, and that the Defendant could readily acquire from him, a good title to the fee-simple) dealt with the Plaintiff on the basis of the said understanding, and on no other basis. "The Plaintiff and the Defendant negotiated with each other for the purchase by the Plaintiff and the sale by the Defendant of the fee-simple of the property at the price of 2500, to be paid wholly to the Defendant, and it never was the intention of either of them that the Plaintiff should buy for 500, or for any other sum, merely the Defendant's rights under his lease, or that the Plaintiff should be compelled to have any dealings whatever with Mr. Blake. The Plaintiff never would have entered knowingly into any contract with the Defendant for the purchase merely of the Defendant's interest under his lease or agreement, or for the purchase of anything less than the absolute fee-simple with a marketable title, and such as trustees ought to accept, and no proposal was ever made by the Plaintiff or the Defendant prior to the signing of the agreement of the 6th of August 1861, hereinafter set forth, that the Plaintiff should pay the Defendant 500 or any other sum for the lease, or that the Plaintiff should buy the freehold from Blake for 2000, or any other sum. "On the 6th of August 1861 the Plaintiff met the [238] Defendant and Mr. Cotton at the Queen's Hotel aforesaid, Mr. William Pearce Blake (with whom the Plaintiff had never before had any communication) being present at the meeting. Cotton produced the written agreement for sale, and handed it to the Plaintiff; and the Plaintiff, who had no legal adviser present, having satisfied himself that the amount of the purchase-money was correctly stated, signed the agreement without reading it throughout, in the full belief that it expressed accurately the understand- 694 price v. hey igiff. 239. ing and intentions of the Plaintiff and Defendant, as mentioned in the 5th and 6th paragraphs of this bill, and that it did not contain anything contrary to such understanding and intentions. The Defendant also/ signed another part of the said written agreement." The agreement was in the following terms i-*-' "Articles of agreement made this 6th day of August 1861, between James Peard Ley, of The Hill, Teignmouth, in the county of Devon, Esquire, of the one part, and Fowler Boyd Price, of Farway, Honiton, of the other part; whereas, by articles of agreement, dated the 13th day of April 1860, and made between William Pearce Blake, of Ottery Saint Mary, in the county of Devon, of the one part, and the said James Peard Ley of the other part, it was agreed as follows (that is to say): -The said William Pearce Blake agreed to let, and the said James Peard Ley agreed to take, all that messuage or dwelling-house called The Hill, with the lawn, shrubbery, garden, greenhouse, coach-house and...
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