purchaser as becoming in equity owner of the property from the date at which he becomes entitled to the rents and liable to pay interest on his purchase-money, that is, from the date fixed for completion (p). Where PLUMER, V.-C., in Harford v. Purrier (q), says that "if a contract to purchase is to be completed at a given period . the estate is considered as belonging to the purchaser from the date of the contract, and the money from that time as belonging to the vendor," he means, as the context shows, by the date of the contract the date fixed for completion. The modern cases, however, lay down, that from the signing of the contract the property is at the purchaser's risk, and that, therefore, if the premises are burnt before the time fixed for completion the loss falls on him, while he is entitled as from the signing of the contract to any accidental improvement in the property, or to an additional interest which arises by the dropping of a life (r). If a vendor contracts to sell a house which he has insured, and a fire occurs before the time fixed for completion, the purchaser is not entitled on completion to the benefit of the amount received from the insurance office (s).

fixed for

Where the contract fixes no time for completion, the No time purchaser is not liable to pay interest on his purchase-money completion. until the time when acting prudently he could have taken possession, and the vendor until then is entitled to receive the rents and profits. That time will be, as a rule, the time when a good title according to the contract is shown to the property contracted to be sold (t). If the purchaser agrees by the contract to accept the vendor's title without enquiry,

where the damage took place before confirmation (Ex parte Minor (1805), 11 Ves. 559; Robertson v. Skelton (1849), 12 B. 260). Vesey v. Elwood (1842). Dr. & War. 74 is not in accordance with the earlier authorities. (p) Payne v. Meller, supra, p. 352. See also Twigg v. Fifield (1807), 13 Ves. 517.

(1) (1816), 1 Madd. 532, p. 538. The same observations apply to his language in Acland v. Gaisford (1816), 2 Madd. 28, p. 32.

(r) Vesey v. Elwood, supra, p. 79.

(8) Rayner v. Preston (1801), 18 Ch. D. 1. The office in such a case is entitled to recover from the vendor out of the purchase-money an equivalent to the sum paid by it (Castellain v. Preston (1883), 11 Q. B. D. 380).

(t) Carrodus v. Sharp (1855), 20 B. 56.

Liability to outgoings.

he will be liable to pay interest on his purchase-money and entitled to the rents and profits as from the signing of the contract; and, in such a case, any damage to the property after the signing of the contract naturally falls on him.

The liability to bear expenses and outgoings follows expenses and as a general rule the right to receive the rents and profits. Hence, where a date is fixed for completion, the vendor must bear them down to that date, and the purchaser after it; where no date is fixed, the vendor must bear them down to the date when the purchaser could prudently have taken possession after that date they fall on the purchaser (u).

Exercise of option to purchase.

Vendor's liability for wilful default;

Where a lease contains an option of purchase and the option is exercised, the conversion dates, as between vendor and purchaser, not from the date of the contract under which the option arises, but from the exercise of the option (x).

Where the vendor remains in possession without default on his part after the time at which under the contract the purchaser becomes entitled to the rents and profits, he will not be treated as mortgagee in possession so as to be liable as of course to an account of rents and profits on the footing of wilful default. If the purchaser makes a special case, an enquiry will be directed on the subject (y). But an account on the footing of wilful default is directed against a vendor who insists in remaining in possession where he might, acting prudently, have allowed the purchaser to take possession (z). Where the vendor remains in possession after the time at which the purchaser becomes entitled to the rents and profits, the vendor is liable to pay an occupation rent (a), for deteriora- A vendor is bound to take reasonable care that the property is not deteriorated in the interval between the signing of the contract and its actual completion by payment of the purchase-money. His duty is the same, after the time fixed for

tion.

(u) Carrodus v. Sharp, supra; Barsht v. Tagg, [1900] 1 Ch. 231. (x) Edwards v. West (1878), 7 Ch. D. 858.

(y) Sherwin v. Shakspear (1854), 5 De G. M. & G. 517.

(2) Phillips v. Silvester (1872), 8 Ch. 173.

(a) BUCKLEY, J., lays down in Bennett v. Stone, [1902] 1 Ch. 226, that a vendor in possession can not be charged with an occupation rent except under a decree on the footing of wilful default. This is wrong. See the decree in Sherwin v. Shakspear, supra, p. 538.

completion as before that time; and a common law action of damages lies for its breach (b).

grant lease.

contract for sale as

tives of

Where A. agrees to let land to B. on lease, and B. goes Effect of into possession, and the agreement is one of which specific contract to performance would be granted, A. and B. have the same legal rights as between themselves, and are subject to the same legal liabilities as if a lease had been granted on the terms of the agreement. Hence the landlord has the same power of distress as he would have if a lease had been granted; and the tenant can only be turned out if he has committed such a breach of covenant as would (if a lease had been granted) have entitled the landlord to re-enter (c). II. Different considerations apply in determining the Effect of effect of a contract for sale upon the real and personal representatives, as between themselves, of the vendor or between purchaser. If A. contracts to sell land to B., the contract representais treated in equity as creating a trust on the part of A. for parties. sale of the land, and a trust on the part of B. for investment of the purchase-money in the land agreed to be sold. Such a contract effects a conversion of land into money, or of money into land, if it is valid and enforceable by either party at the death of the party as between whose real and personal representatives the question of conversion arises. If A. agrees to sell land to B. by a valid contract, and dies after its execution and before completion, B. can enforce the contract against A.'s heir or devisee, but the purchasemoney is payable to A.'s executor, and goes to his nextof-kin or residuary legatees as the case may be (d). If B. dies, A. can enforce the contract against B.'s executor, but the conveyance will be made to B.'s devisee or heir; and before Locke King's Acts the devisee or heir was entitled to have the land exonerated from the purchase price out of

(b) Earl of Egmont v. Smith (1877), 6 Ch. Ú. 469; Clarke v. Ramuz, [1891] 2 Q. B. 456.

(c) Walsh v. Lonsdale (1882), 21 Ch. D. 9; Swain v. Ayres (1888), 21 Q. B. D. 289; Lowther v. Heaver (1889), 41 Ch. D. 248, p. 264; Foster v. Reeves, [1892] 2 Q. B. 255; Manchester Brewery Co. v. Coombs, [1901] 2 Ch. 608.

(d) Stephens v. Baily (1665), Nels. 106; Bubb's Case (1678), Freem. Ch. 38; Gell v. Vermedun (1694), Freem. Ch. 199.

Effect of exercise of option.

B.'s personalty (e). It has been held that these Acts (f) have altered the law; and that since the Acts the devisee or heir-at-law takes the land subject to a charge for so much of the purchase-money as remains unpaid (g). If a valid contract for sale is cancelled for non-payment of the purchase-money after the vendor's death, the land is still treated in equity as having been converted into personalty. The contract was valid at the vendor's death, and the decree merely cancels the contract from the date of the decree and not ab initio (h). So, where, after the death of the purchaser, a valid contract was cancelled by the vendor under a power reserved to him, it was held that a conversion had taken place (i). But there is no conversion where a contract is cancelled after the death either of the purchaser (k) or of the vendor (1) because the vendor cannot make a good title according to the contract.

Where a contract gives an option to purchase land, and the option is not exercised or even not exerciseable till after the death of the person who created it, nevertheless, when it is exercised, the produce of the sale goes as part of his personal estate. Thus, it devolves under a residuary gift of personalty under his will, or, if he dies intestate, goes to

(e) Davie v. Beardsham or Beversham (1661), 1 Ch. Ca. 39; 3 Ch. R. 4; Nels. 75; Freem. Ch. 157; Buckmaster v. Harrop (1802), 7 Ves. 341; Broome v. Monck (1805), 10 Ves. 597.

(f) 17 & 18 Vict. c. 113; 30 & 31 Vict. c. 69; 40 & 41 Vict. c. 34.

(g) In re Cockcroft (1883), 24 Ch. D. 94. This decision is open to question. A vendor's lien for unpaid purchase-money has two meanings. (a) It denotes an equitable charge which arises after conveyance. This is the only sense in which the phrase is used in the early cases, e.g., Burgess v. Wheate (1759), 1 Ed. 177, p. 211; Mackreth v. Symmons (1808), 15 Ves. 329, and the cases therein cited. (b) It denotes an equitable right of the vendor which arises after the time fixed for completion, and which is attached to his legal ownership. The phrase is used in this sense in Phillips v. Silvester (1872), 8 Ch. 173, p. 176; Kettlewell v. Watson (1884), 26 Ch. D. 501, p. 507. It may be argued that the phrase is used in the first sense in Locke King's Acts, and that the heir or devisee would only lose his right of exoneration where the contract had been completed by conveyance before the devisor or ancestor's death.

(h) Whittaker v. Whittaker (1792), 4 B. C. C. 31; Lysaght v. Edwards (1876), 2 Ch. D. 499, p. 517.

(i) Hudson v. Cook (1872), 13 Eq. 417.

(k) Green v. Smith (1738), 1 Atk. 572; West t. Hardw. 561; Broome v. Monck, supra.

(1) In re Thomas (1886), 34 Ch. D. 166.

his next-of-kin (m). He may, of course, show on the face of his will an intention that the devisee of the land shall take all his interest in the land, including the purchasemoney which would arise from the exercise of the option (n). The exercise of the option does not, however, have the effect of converting the property as from the date of the Rents received after the death and before

contract.

the exercise of the option go to the devisee or heir (0).

(m) Lawes v. Bennett (1785), 1 Cox C. C. 167; In re Isaacs, [1894]

3 Ch. 506.

(n) In re Pyle, [1895] 1 Ch. 724.

(0) Townley v. Bedwell (1808), 14 Ves. 590.