that the same quality of gravel from Dartford shall be laid on the garden walks or taken from the walks at Ashmount; that I may also be permitted to remove all fruit trees, dung, &c., at Michaelmas, 1870, that have been planted and brought on the premises during the past week, and that the Kitchener, which has been undergoing repair last week by having a new boiler, &c., put in, shall be removed and placed at Cronstadt House; and it must be clearly understood that the drainage must be made perfect, as I understand from several of my neighbours that it has long been in a very imperfect state, and the house is also represented to be exceedingly damp. I merely state what I am told since I saw you. In consequence of this I should wish the covenant that you propose inserting in the lease, as to the lease being terminated at the expiration of six months in the event of my death, shall also extend to any illness of myself or family occasioned by defective drainage. I am compelled to urge this, as Mrs. Selby has been a great sufferer from this cause, both in my late residence, Hill House, Danbury, Essex, and my previous one, 19, Westbourne Square. Subject to these conditions I am prepared to ratify what I offered you, though some of my neighbours state the rent is much too high. I am quite sure you will see the necessity of being thus cautious in the matter after my late experience of Mr. Toole, and the very heavy outlay I have been put to in not exercising proper caution in my dealings with him. It has taught me a lesson that I shall not easily forget, and I am already sharply reprimanded by Mrs. Selby for entering into any engagement for change of residence before she had an opportunity of inspecting the place; but as you will receive this before any instructions could have been given or acted upon no harm has been done, should our negotiations last evening come to nought, and we should then have to fall back as to what you are disposed to do, as to my remaining here after Michaelmas, 1870. As I have never well considered this, I feel more than ever disinclined to take it on but as a yearly tenant, subject to six months' notice on either side. I am sorry you had Mr. Fry and Mr. Chitty, for the defendant, were not called on. THE MASTER OF THE ROLLS.-The letters appear to me to have been written in the course of negotiation, and not to amount to evidence of a concluded agreement. It is very important that the correspondence carried on during negotiations should not be turned into a contract, unless the intention and terms be clear. Now it is beyond dispute that the first letter is not sufficient, it leaves an important term uncertain, making no mention of the time when the lease is to commence. The plaintiff, therefore, is compelled to resort to the second letter to supply this. Of course he is at liberty to shew the contract from two or any number of letters, but when he puts in a letter as evidence of the terms, he is bound to take the whole letter and not pick such part of it as he pleases and reject the rest. Here, the second letter shews certain terms on which the defendant was willing to take the lease. He was to have the repairs approved by his own surveyors, have certain plants, &c., &c., terms very different from those which the plaintiff says constitute the contract. I think that, as the plaintiff relies on the second letter to shew the terms, he must take all the letter, and therefore his evidence does not support his claim. I am of opinion that the plaintiff's case fails, and his bill must be dismissed accordingly. Mortgage-Priority-Reconveyance procured by Fraud-Notice. D., a second mortgagee, with a power of sale, was fraudulently induced by his confidential solicitor to join with the first mortgagee in executing a conveyance upon a pretended sale to the solicitor, and to sign a receipt for the purchase money; but no money was puid to him, the solicitor representing that it was a mere matter of form, and that the mortgages would remain as before. The solicitor afterwards deposited the deeds with C. by way of equitable mortgage :-Held, affirming the decision of the Court below, that D. having by his negligence enabled the solicitor to commit the fraud, C.'s equitable mortgage was entitled to priority. A mortgagee advancing money on the security of a considerable estate, and omitting to investigate the title to a particular portion of it, will not be affected with notice of equities affecting the residue of the estate, which upon such investigation he might possibly have discovered. These suits were instituted by mortgagees for the purpose of determining the priorities of their respective mortgages. The first mortgage in point of time was created by deeds of lease and release of the 24th and 25th of May, 1835, whereby an estate called the Felling estate, consisting of a mansion house and 73a. 1r. 23p. of land in the county of Durham, was with certain exceptions mortgaged in fee by John Brandling and Robert William Brandling to George Burdon for 7,2007., and by indentures of the 25th and 26th of December, 1838, this mortgage, with all the premises comprised therein, except three small pieces containing la. 2r. 24p., which had been, in October, 1838, reconveyed to R. W. Brandling, in order to facilitate the sale thereof for building sites, was transferred to Hannah Hunter in fee, but subject to an agreement for an exchange entered into with Thomas Easton, dated the 1st of July, 1835, under which 13a. 1r. 19p. of the Felling estate were afterwards given in exchange to Easton for adjoining land. Mr. Ralph Walters, an eminent solicitor of Newcastle, was the family solicitor of Mrs. Hunter, and acted for her in the matter of the transfer of the mortgage. The title deeds were delivered to him as her solicitor and agent, and deposited in an iron safe, of which R. Walters kept the key, in Messrs. Ridley and Co.'s bank at Newcastle. Mrs. Hunter died on the 18th of July, 1840, having by her will devised all her estate to the plaintiff and Henry Hunter, deceased, whom she appointed her executors, and who proved her will. The next mortgage was made by a deed dated the 5th of January, 1839, whereby the equity of redemption in the mortgaged estate was mortgaged to the Rev. William Nicholas Darnell for 2,000l. This mortgage contained a power of sale, and was also subject to the agreement for exchange with Easton. Mr. Ralph Walters was Mr. Darnell's legal adviser, and had the whole management of his affairs. By deeds of lease and release of the 20th and 21st of April, 1840, 4a. 2r. 26p., further part of the Felling estate, and coloured yellow on a plan drawn on the deed of release, was conveyed to R. W. Brandling free from the mortgages, to be sold for building sites, and by an agree ment dated the 23rd of April, 1840, R. W. Brandling agreed that the building sites should be charged with Darnell's debt, that the deeds of October, 1838, and April, 1840, the conveyances of the building sites, that day deposited with Darnell, should be a security for the same debt, and that he would, when requested, execute a conveyance of the building sites to Darnell. A further part of the estate was also sold and conveyed to the Newcastle and Darlington Railway Company. In 1844, Ralph Walters, as agent for the mortgagor, put up the Felling estate in its altered condition, that is, excluding the land given in exchange to Easton and that sold to the railway company, and the building sites, and including the land taken in exchange from Easton, and at the same time put up for sale eight acres of leasehold land belonging to himself adjoining the Felling estate. But no sale was effected. In 1846, Robert William Brandling, who, as well as Mrs. Hunter and Darnell, employed Ralph Walters as his solicitor, became embarrassed, and assigned all his property to trustees for the benefit of his creditors. R. Walters also acted as solicitor for the trustees, who made some attempts to sell the Felling estate, but could not obtain a price which would cover the mortgages, and the mortgagees being persuaded that the equity of redemption was worthless, by an indenture dated the 30th of October, 1852, made between the trustees of the creditors' deed of the first part, William Hunter of the second part, and W. R. Darnell of the third part, after recitals shewing that certain parts of the lands comprised in the indentures of October, 1838, and April, 1840 (coloured yellow on plan), had been sold, such of the building sites comprised in those deeds (coloured pink on plan) as remained unsold were, in pursuance of the agreement of 23rd April, 1840, conveyed to Darnell as legal mortgagee. Throughout the whole of these transactions, Ralph Walters "My dear Sir,-Enclosed I send you cheque on Messrs. Dixon & Co., value 331. 19s. 7d., the half-year's Felling interest due last month, the receipt of which please to acknowledge. "The Felling property has been sold, and you will have to take this as notice to receive your principal and interest in six months from 26th inst. It is possible the purchaser might retain the mortgage if you consented to take four per cent., but in the present state of the money market he will probably try to get his money at 3. I have made an offer to the purchaser to take the purchase off his hands at a given sum; are you inclined to join in this speculation? I told you the particulars when we last met. I think it will pay in time, but I do not expect a quick return. It depends altogether on the sale of building ground, and until this is realised, and the purchase money thereby reduced, it will only pay small interest. You can turn the matter over, and if you think seriously of it come down and see the property. "I have been in London since I saw you, but was engaged in Court from morning till night, and had not an opportunity of calling upon you, which I had fully intended to do. "Faithfully yours, Ralph Walters. Mr. Hunter declined to have anything to do with this speculation. Mr. Walters then, on the 2nd of April, 1853, sent the following instructions to counsel to draw conveyance : "Felling Estate. "I enclose the conditions of sale of this estate, which was sold by auction on 26th January last, Mr. Dove, solicitor, having become the purchaser. I have since contracted with Mr. Dove to take his purchase. A copy of the memorandum is also sent. Mr. Clayton will prepare the conveyance from Mr. Darnell, the second mortgagee, to Ralph Walters, consideration 9,0501. Mr. Dove will join in consideration of 150l. paid to him this day. I expect Mr. Clayton has the remaining drafts relating to this title, to enable him to prepare the conveyance. The first mortgagee, now represented by William Hunter (see recitals in deed of 30th October, 1852), will join in the conveyance, he being paid his whole principal money, 7,2001., all interest having been paid to him. There is now due to Mr. Darnell, in respect of his mortgage, 2,000l. and some interest, therefore the purchase money will fall somewhat short of paying the two mortgagees. All the property in both first and second mortgage, with the exception of a few building sites sold under the deeds of October, 1838, and April, 1840, mentioned in the indenture of 30th October, 1852, is to be conveyed to me. "Ralph Walters." From these instructions a conveyance dated June 1st, 1853, was prepared and engrossed, professing to be a conveyance of the whole of the Felling estate, including the building sites (the parcels being identical with those comprised in the mortgage of 1835), by the first and second mortgagees and Dove, to Ralph Walters in consideration of 7,2001. paid to Hunter, 1,850l. to Darnell, and 150l. to Dove. It was duly executed by all parties, and several receipts for the 7,2007., 1,850., and 150l. endorsed and signed. Ralph Walters having thus acquired the legal estate and being also in possession of the title deeds, which he had taken into his own possession on Messrs. Ridley & Co. discontinuing business, deposited the deeds with William Curling by way of equitable mortgage for securing 5,000l. and interest, and by indenture dated the 11th of March, 1862, NEW SERIES, 41.-CHANC. and made between Walters of the one part and Curling of the other part, after a covenant for payment of principal and interest, Walters covenanted that all the deeds and writings mentioned in the schedule thereunder written and deposited with Curling, should be and remain a security to Curling, his executors, &c., for the payment to him and them of the said sum of 5,000l. and interest, and that Walters, his heirs, &c., would effectually convey and assure, by such conveyance and assurances as Curling should require, all the pieces or parcels of land, messuages or tenements, quarries and other hereditaments comprised in the said deeds and writings, or any of them, and also respectively delineated and described as to the ground plan and abutments thereof,and the several designations and quantities thereof, in the plan annexed to the same indenture, and in the schedule in such plan contained, by way of mortgage for securing the repayment of the principal and interest, and that until the mortgage should be executed all and singular the hereditaments and premises comprised in the said deeds and writings, plan and schedule, should stand charged with the payment of the 5,000l. and interest. The deeds of 29th and 30th October, 1838, and 20th and 21st April, 1840, being the conveyances of the building sites to R. W. Brandon, were not included in the schedule or delivered to Curling. Ralph Walters died on the 20th of April, 1865, having duly paid the interest upon the mortgages till the time of his death, and having also paid off 1,4001. of the 7,2001. mortgage. After his death the persons entitled to this charge were informed that it and the 2,000l. mortgage had been released, and on the 21st of December, 1865, the bill in Hunter v. Walters was filed by the surviving trustee and executor of Hannah Hunter. The plaintiff alleged that the sale was got up by Ralph Walters with the object of deceiving his clients, the trustees of the creditors' deed, into the belief that the estate was worthless, having been sold for about 2007. less than the mortgage money, and of getting it into his own possession, believing that it would ultimately turn out very valuable; that 2 A the sale by auction was merely a trick and an imposture for the sake of getting a future appearance of title to the property, that the printed particulars and plan were an old copy of the particulars printed for the previous attempted sale in 1844, and included the eight acres of leasehold belonging to Ralph Walters himself, and consequently, the property having been ineffectually attempted to be sold many times before, no one made enquiries about it or asked for particulars. That there was no attendance of the public at the sale, but the auctioneer, to make a show, went out and brought in some of his neighbours; that Ralph Walters and Thomas Dove alternately bid, no one else bidding, and the property was, as arranged, knocked down to Dove for 9,0501. That Dove paid no deposit and received no part of the 1501. commission for the transfer of his contract to Walters, and that the sale was without authority either from Darnell or the trustees of the creditors' deed. The plaintiff submitted that the deed of 1st June, 1853, was not his deed, and that there had been no execution of it, either at law or in equity, that Curling at the time of the deposit with him of the title deeds and of his advancing the money thereon, had notice of the plaintiff's security, and must be deemed to have notice that the deed of 1st June, 1853, was altogether fictitious, and that Ralph Walters was not the owner at all of the Felling estate; and the bill prayed for the ordinary foreclosure decree against the representatives of Ralph Walters, Flora Jones Curling, who was the widow and executrix and universal devisee and legatee of William Curling, the representative of William N. Darnell who was dead, and the persons entitled to the ultimate equity of redemption; and that if necessary, the said alleged deed or document dated the 1st of June, 1853, might be declared void and delivered up to the plaintiff, with other relief. The plaintiff's account of the way in which his execution of the deed of 1st of June, 1853, was obtained, was as follows. After setting out the letter written to him by Ralph Walters on the 31st of January, 1853, he said, "I had, as hereinbefore appears, been told by the said Ralph Wal ters early in the year 1853, that he was about to purchase the mortgagor's interest in the Felling estate, and it was fully agreed and understood between the said Ralph Walters and myself, and the other persons interested in the mortgage for 7,2001. on the Felling estate, that the said mortgage was not to be paid off on the occasion of the sale of the property which the said Ralph Walters so represented as taking place, but was to remain at the reduced rate of 41. per cent. interest. I was staying in the month of June, 1853, at some lodgings situate in Old Fish Street, in the City of London, and the said Ralph Walters came to me there on one day in that month without having made any appointment with me, and apparently in a great hurry, and placed a document or deed before me, which he asked me to sign, saying that it was a mere form as to the sale, and he at the same time stated that Mr. Darnell, the second mortgagee, had already signed it, pointing to what seemed to be the signature of the said Mr. Darnell. I never understood that the said Mr. Darnell was to be paid off on the occasion of the sale, but on the contrary that both the mortgages remained as they were, and that the said Ralph Walters purchased from the mortgagor subject to the two mortgages. The document so placed before me by the said Ralph Walters was never read to me, nor was any part of it. It was only opened by the said Ralph Walters at the place where he said my name was to be written. I understood and believed from what was stated to me as aforesaid by the said Ralph Walters that the document or deed placed before me simply transferred the interest of the mortgagor in the said Felling estate to the said Ralph Walters, leaving my mortgage security for 7,2001. exactly as it was before, and that my signature as mortgagee as well as that of the said Mr. Darnell was a necessary form on the occasion of a transfer of the mortgagor's interest, but that the deed did not in any way relate to or affect my mortgage security. In this belief and upon the aforesaid total misrepresentation by the said Ralph Walters to me of what the document was, and having complete confidence |