Most exceptions to the rule that nondisclosure is not fraud lie in the distinction between mere silence where there is no duty to speak, and concealment of facts which are peculiarly within the knowledge of the party concealing them, and which, under the circumstances, he is bound in good faith to disclose. "In an action of deceit," it has been said by the supreme court of the United States, "it is true that silence as to a material fact is not necessarily, as matter of law, equivalent to a false representation. But mere silence is quite different from concealment. 'Aliud est tacere, aliud celare' - a suppression of the truth may amount to a suggestion of falsehood. And if, with intent to deceive, either party to a contract of sale conceals or suppresses a material fact which he is in good faith bound to disclose, this is evidence of, and equivalent to, a false representation, because the concealment or suppression is, in effect, a representation that what is disclosed is the whole truth. The gist of the action is fraudulently producing a false impression upon the mind of the other party; and, if this result is accomplished, it is unimportant whether the means of accomplishing it are words or acts of the defendant, or his concealment or suppression of material facts not equally within the knowledge or reach of the plaintiff." 1

Bank, 159 Pa. 94, 28 Atl. 209; Bell v. Ellis, 33 Cal. 620. See "Sales," Dec. Dig. (Key-No.) § 45; Cent. Dig. § 94.

97Talcott v. Henderson, 31 Ohio St. 162, 27 Am. Rep. 501; Jaffrey v. Brown (C. C.) 29 Fed. 476; Elsass v. Harrington, 28 Mo. App. 300; Whittin v. Fitzwater, 129 N. Y. 62G, 29 N. E. 298; Dalton v. Thurston, 15 R. I. 418, 7 Atl. 112, 2 Am. St Rep. 905. But see, contra, Com. v. Eastman, 1 Cush. (Mass.) 189, 48 Am. Dec. 596; Biggs v. Barry, 2 Curt. 259, Fed. Cas. No. 1,402; Burrill v. Stevens, 73 Me. 395, 40 Am. Rep. 366. It has even been held that the fact of insolvency and concealment is sufficient to take the case to the jury on the question of intention not to pay. Edson v. Hudson, 83 Mich. 450, 47 N. W. 347; Slagle & Co. v. Goodnow, 45 Minn. 531, 48 N. W. 402. See "Sales," Dec. Dig. (Key-No.) § 45; Cent. Dig. § 94.

98 Turner v. Harvey, Jacob 169 (Lord Eldon); Walters v. Morgan, 3 De G. F. & J. 718; Croyle v. Moses, 90 Pa. 250, 35 Am. Rep. 654; Matthews v. Bliss, 22 Pick. (Mass.) 48; Firestone v. Werner, 1 Ind. App. 293, 27 N. E. 623; Kenner v. Harding, 85 I11.. 265, 28 Am. Rep. 615; Kohl v. Lindley, 39 I11. 195, 201, 89 Am. Dec. 294; Cogel v. Kniseley, 89 I11. 598, 601; Roseman v. Canovan, 43 Cal. 110; Crompton v. Beedle, 83 Vt. 287, 75 Atl. 331, 30 L. R. A. (N. S.) 748, Ann. Cas. 1912A, 399 (active maneuvers of purchaser to conceal from vendor existence of quarry on land); Merchants' Bank of Baltimore v. Campbell, 75 Va. 455 (concealment of Luray Cavern under land purchased for $4S0). See "Contracts," Dec. Dig. (Key-No.) § 94; Cent. Dig. §§ 420-430.

99 Mallory v. Leach, 35 Vt 156, 82 Am. Dec. 625; Hadley v. Clinton Imp. Co., 13 Ohio St 502, 82 Am. Dec. 454; Coles v. Kennedy, 81 Iowa, 360, 46 N. W. 1088, 25 Am. St Rep. 503; Kidney v. Stoddard, 7 Metc. (Mass.) 252; Newell v. Randall, 32 Minn. 171, 19 N. W. 972, 50 Am. Rep. 562; Van Houten v. Morse, 162 Mass. 414, 38' N. E. 705, 26 L. R. A. 430, 44 Am. St.Rep. 373. "If the presentation of that which is true creates an impression which is false, it is, as to him who, seeing the misapprehension, seeks to profit by it, a case of false representation." Lomerson v. Johnston, 47 N. J. Eq. 312, 20 Atl. 675, 24 Am. St Rep. 410. And see Busch v. Wilcox, 82 Mich. 315, 46 N. W. 940; Howard v. Gould, 28 Vt. 523, 67 Am. Dec. 728; Baker v. Rocka-l.rand, 118 I11. 365, 8 N. E. 456. See "Contracts," Dec. Dig. (Key-No.) § 94; Cent. Dig. §§ 420-430.

In contracts of sale, disclosure is not ordinarily incumbent on the seller. The rule is caveat emptor.2 It has even been held that the seller is not bound to communicate the existence of a latent defect, such as a hidden disease of an animal, unless, by act or implication, he represents that such defects do not exist.8 But it is generally held in this country that the intentional nondisclosure of such a defect by the seller, when he knows or has reason to know that it is unknown to the buyer, is fraudulent.4 So where premises leased are infected with a contagious disease, or otherwise subject to a nuisance which is prejudicial to life or health, it has been held that there is a duty to disclose the fact, and that concealment is a fraud.5

1 Stewart v. Cattle-Ranch Co., 128 U. S. 3S3, 9 Sup. Ct. 101, 32 L. Ed. 439; Laidlaw v. Organ, 2 Wheat. 178, 4 L. Ed. 214; Smith v. Countryman, 30 N. Y. 655; Griel v. Lomax, 89 Ala. 420, 6 South. 741; Loewer v. Harris, 6 C. C. A. 394, 57 Fed. 368; George v. Johnson, 6 Humph. (Tenn.) 36, 44 Am. Dec. 288; Beard v. Campbell, 2 A. K. Marsh. (Ky.) 125, 12 Am. Dec. 362; Peebles v. Stephens, 3 Bibb (Ky.) 324, 6 Am. Dec. 660; Waters v. Mattingley, 1 Bibb (Ky.) 244, 4 Am. Dec. 631; Fish v. Cleland, 33 I11. 238; Mitchell v. McDougall, 62 I11. 498; Firestone v. Werner, 1 Ind. App. 293, 27 N. E. 623; Morgan v. Owens, 228 I11. 598, 81 N. E. 1135. A person taking a bond for the future good conduct of an agent already in his employment must communicate to a surety his knowledge of the past criminal conduct of such agent in the course of his past employment. The mere nondisclosure of such knowledge, irrespective of motive or design, is a fraud, which will invalidate the bond. Guardian Fire & Life Assur. Co. v. Thompson, 68 Cal. 208, 9 Pac. 1; State v. Sooy, 39 N. J. Law, 135; Dinsmore v. Tidball, 34 Ohio St. 418; Roberts v. Donovan, 70 Cal. 108, 9 Pac. 180, 11 Pac. 599. See ante, p. 270. A man may avoid his promise to marry a woman if she concealed from him the fact that she had previously given birth to a bastard child, or was of immoral character. Bell v. Eaton, 28 Ind. 468, 92 Am. Dec. 329; Palmer v. Andrews, 7 Wend. (N. Y.) 143; Berry v. Bakeman, 44 Me. 164; Goodall v. Thurman, 1 Head (Tenn.) 208; Butler v. Eschleman, 18 I11. 44; Capehart v. Carradine, 4 Strob. (S. C.) 42; post, p. 288. See "Fraud," Dec. Dig. (Key-No.) §§ 1, 6, 88; Cent. Dig. § 1-8.

2 Smith v. Hughes, L. R. 6 Q. B. 597; Laidlaw v. Organ, 2 Wheat 178, 4 L. Ed. 214; People's Bank of City of New York v. Bogart, 81 N. Y. 101. 37 Am. Rep. 481; Kintzing v. McElrath, 5 Pa. 467; Cogel v. Kniseley, 89 I11, 598. See "Sales;' Dec. Dig. (Keg-No.) § 1,1; Cent. Dig. § 84.