takes up an old subject anew and covers the entire ground of the subject-matter of the former statute, and evidently intends a substitute for it, the prior act will be repealed thereby, although there are no express words to that effect, and although there may be in the old act provisions not embraced in the new."

Act No. 15 of the Acts of 1919 covers the entire subject-matter of act No. 321 of the Acts of 1909 and contains other provisions. It is manifest that act No. 15 of the Acts of 1919 was intended as a substitute for the provisions of act No. 321 of the Acts of 1909. The words, "comprising one or more common school districts," in section 1 of act No. 15 of the Acts of 1919, and the words, "embraced in the common school district or districts,' in section 2 of that act are intended as words of restriction or limitation. They prescribe the territory comprising one common school district in its entirety as the least quantum of territory that can be embraced in a rural special school district. There is no limitation as to the number of common school districts that may be embraced in a rural special school district under act No. 15 of the Acts of 1919, but there must be at least one. Act No. 321 of the Acts of 1909 contained no such limitation, but under that act common school districts may be consolidated in whole or in part. In other words, common school districts, under act No. 321 of the Acts of 1909, might be dismembered and rural special school districts might be established out of such portions; but under act No. 15 of the Acts of 1919, rural special school districts can not be established out of territory less than that comprising one common school district; and if it is desired to establish a rural special school district embracing more territory than is contained in one common school district, then such rural special district must be established by embracing other common school districts in their entirety. Act No. 15 of the Acts of 1919 provides a different procedure for the establishment of rural special school districts than that contained in act No.

321 of the Acts of 1909. There is an irreconcilable conflict between the two acts, and the last enactment controls. See Eubanks v. Futrell, supra; C., R. I. & P. Ry. Co. v. Mcllroy, 92 Ark. 600; DeQueen v. Fenton, 100 Ark. 504. This necessarily results, although section 8 of the last enactment, act No. 15 of the Acts of 1919, provides that "this act shall not have the effect of repealing any other law not in conflict herewith, but shall be cumulative." Hickey v. State, 114 Ark. 526.

Since act No. 15 of the Acts of 1919 covers the entire subject-matter embraced in act No. 321 of the Acts of 1909 and was intended as a substitute for that act, it follows that the trial court erred in holding that the districts involved herein were valid districts. The decree is therefore reversed with directions to overrule the demurrer to the complaints.

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TROUPE V. ANCRUM.

Opinion delivered November 8, 1920.

REFORMATION OF INSTRUMENTS- -MUTUAL MISTAKE EVIDENCE.— While, to justify reformation of an instrument for mutual mistake, there must be something more than a mere preponderance of the evidence, the rule does not require that the proof be undisputed; it is sufficient if the testimony is unequivocal and clear, that is, such as to satisfy the court that the mistake was made and that the instrument docs not express the intention of the parties.

REFORMATION OF INSTRUMENTS- EVIDENCE.-Evidence held to entitle defendant to a reformation of his deed.

REFORMATION OF INSTRUMENTS- -SUFFICIENCY OF PRAYER.-Where defendant pleaded a mutual mistake in the description contained in his deed, and prayed that plaintiffs be required to execute a deed covering the property sold to him, the prayer was sufficient to authorize a decree for the reformation of the deed.

Appeal from Jefferson Chancery Court; John M. Elliott, Chancellor; reversed.

Toney & Craig, for appellants.

It is clear from the evidence that Jordan sold Troupe the land on which he (Troupe) now resides, and the law is well settled. The proof is clear, unequivocal and convincing that a mistake was made and a reformation should have been decreed and the chancellor erred. Renfrow was not an innocent purchaser.

A. R. Cooper, for appellees.

1. The law regarding actions for damages for deceit or misrepresentation is well settled. Not every misrepresentation of the vendor in regard to property sold is a fraud. If the means of information are alike accessible to both parties, so that with ordinary prudence or vigilance the parties might rely on their own judgment they must be presumed to have done so, or if they have not so informed themselves they must abide the consequences of their own inattention and carelessness. 47 Ark. 148; 11 Id. 58; 71 Id. 91; 62 Id. 20; 112 Id. 489; 101 Id. 603; 95 Id. 375; 11 Ark. 58; 30 Id. 373; 26 Id. 28; 2 Pom. Eq. Jur., § 893. A preponderance of the evidence is not sufficient. 62 Ark. 20. To justify a court of equity in rescinding or cancelling or reforming a contract for the sale of land a clear case should be made and the proof clear and satisfactory that a misrepresentation was made and that the plaintiff relied upon it and was induced thereby to make the contract. 62 Ark. 20; 95 Id. 375.

2. There was no misrepresentation here. Appellant got the land he knew he was to get. Equity will not decree specific performance or reformation unless the terms of the contract are clearly and unequivocally proved. The burden was on appellant. 82 Ark. 33. Slight and trivial improvements or outlays do not raise an equity in favor of a donee to have a gift enforced. 63 Ark. 101; 109 Id. 310; 109 Id. 617. Specific performance of an oral contract for sale of land will not be enforced unless it is proved by a decided preponderance of the evidence that the contract was made and what its precise terms were. 78 Ark. 158; 82 Id. 33; 15 Id. 322;

23 Id. 421. The testimony is not sufficient as to the description of the land. Troupe is estopped; he had possession of the deed for a reasonable length of time. 81 Ark. 269. It was his duty to read the deed and make its contents known to himself. 87 Fed. 63; 178 S. W. 399; 84 Id. 349; 71 Id. 185.

3. Equity looks to the substance of a contract or transaction rather than the form. The transaction in substance though not in form was the same as though the real estate had been deeded to Jordan, who had given his notes and then he in turn had conveyed to Troupe. Equity looks to the substance, the intent, not to form. 105 Ark. 592; 44 Id. 251; 92 Id. 63. The vendee in an executory contract for sale of land is the equitable owner, while the vendor has merely a lien for the purchase money, and the vendee must suffer any loss which may happen and is entitled to any benefits which may accrue in the interim between the agreement and the contract. The vendor holds the legal estate in trust for the purchaser. Eaton on Equity, p. 70, § 21; 63 N. Y. 301; 1 N. J. Eq. 460; 21 Id. 599. If any one was guilty of misrepresentation it was Jordan. Troupe, Ancrum and the realty company were bona fide purchasers and holders.

4. Renfrow was a bona fide holder to the extent of one-half of four of the notes, and the decree as to him should be affirmed. The representations, if really made, were insufficient to constitute the basis of a cross-complaint, as they were mere expressions of opinion, and appellants had equal opportunity to ascertain the conditions, and, if they failed to do so, they assumed all risks, and they did not rely upon the representations of Jordan but used their own judgment. The testimony is clear and unequivocal. As to specific performance, there is no evidence of any precise agreement. It was the duty of defendant to examine the deed in a reasonable time after receiving it, and, failing to do so, he is estopped. See cases supra. If Jordan was guilty of fraud and de

ceit, he is certainly responsible in damages. Renfrow is the owner of half interest in the notes originally made to the realty company and never had any notice of appellant's contentions or equities, and the lower court so properly found and is an innocent purchaser and the decree should be affirmed.

WOOD, J. This suit was instituted by J. H. Ancrum and F. E. Renfrow, who were holders of eight promissory notes executed by the appellants to Ancrum and the Union Realty Company, amounting in the aggregate to $499.96. The complaint alleged that the notes evidenced the balance due on the purchase price of the southwest quarter of the northeast quarter of section 33, township 5 south, range 10 west, containing forty acres, more or less; that a vendor's lien was retained on the above land to secure the payment of the purchase money; that four of the notes made payable to the Union Realty Company were transferred for value to F. E. Renfrow. The prayer was for the amount of the notes with interest and that a lien be declared on the lands described.

Appellants answered admitting the execution of the notes, but they set up that the notes were executed for the northwest quarter of the northeast quarter of section 33, township 5 south, range 10 west, instead of the lands described in the complaint; that the appellants were placed in possession of the lands described in their answer by the agent of the vendors, who represented that the same was the land which appellants had purchased; that appellant, G. G. Troupe, was an old, ignorant negro, not familiar with the survey and description of the land in question, and he accepted the deed executed by the vendors, believing that the same was a deed to the land which the vendors put him in possession of. Appellants tendered the balance due on the purchase money notes and prayed that the complaint be dismissed or that the vendors be required to execute to them a deed to the lands described in their answer.