In some States, however, not only innocent purchasers from the vendee acquire a title superior to that of the vendor but attaching creditors of the vendee are also preferred. Brundage v. Camp, 21 Ill. 330; Murch v. Wright, 46 Ill. 488; Van Duzor v. Allen, 90 Ill. 499; Chickering v. Bastress, 130 Ill. 206; Vaughn v. Hopson, 10 Bush, 337; (overruling Patton v. McCane, 15 B. Mon. 555); Stadtfeld v. Huntsman, 92 Pa. 53; Forrest v. Nelson, 108 Pa. 481; Peek v. Heim, 127 Pa. 500; Old Dominion S. S. Co. v. Burckhardt, 31 Gratt. 664.

In all jurisdictions where the vendor's right is held superior to that of a purchaser from the vendee, it is also held superior to that of the vendee's creditors. In Delaware it is held that the vendor's title is unaffected by the vendee's creditors. Williams v. Connoway, 3 Houst. 63. But that an innocent purchaser from the vendee gains a better title. Mears v. Waples, 4 Houst. 62. In two other States it has been decided that the vendor's right is superior to that of the vendee's creditors, but the rights of a purchaser from the vendee have not been determined. Mack v. Story, 57 Conn. 407; Cardinal v. Edwards, 5 Nev. 36; see also Crawcour v. Salter, 18 Ch. D. 636; Ex parte Brooks, 23 Ch. D. 261; Ex parte Turquand, 14 Q. B. D. 636.

In Winchester, etc. Co. v. Carman, 109 Ind. 31, it was held that retention of title by the vendor of goods sold to a dealer whose apparent intention is to resell them was necessarily fraudulent and therefore ineffectual as to the vendee's creditors, but the weight of authority is otherwise. Mack v. Story, 57 Conn. 407; Sargent v. Met-calf, 5 Gray, 306; Dewes Brewery Co. v. Merritt, 82 Mich. 198.

In many States the subject of conditional sales is regulated by statutes, many of which have been enacted very recently. Such statutes, which usually require the terms of the sale to be in writing and recorded, exist in Alabama, Iowa, Kentucky, Maine, Massachusetts (as to household furniture only), Missouri, Nebraska, New Hampshire, New York, North Carolina, Ohio, South Carolina, Texas, Vermont, Virginia, West Virginia, Wisconsin, and perhaps other States.

1 If a seller receives part payment for a chattel, and takes the buyer's promise in writing to pay the balance on a day specified or to return the chattel, the title passes

In sales at auction there are generally conditions of Bale, and where these are distinctly made known to the buyer, they are of course binding on him, and the auctioneer or the owner of the goods is bound on his part. (t) The question whether they were sufficiently made known to the buyer would be one rather of fact than of law. Thus where a horse is sold by warranty, and it is the uniform custom of the auctioneer to limit all objections to the space of twenty-four hours from the sale; if these terms are a part of all the advertisements of the auctioneer, and were announced by him at the beginning of the sale, and the purchaser had come in after such announcement, and no direct proof of his knowledge of this limitation was offered, evidence would probably be admitted that he took a paper containing such advertisement, and of any other facts tending to show such knowledge, and the jury would be permitted to infer the knowledge from them if they deemed them sufficient.

If it be provided in the conditions of sale that no error or misstatement shall avoid the sale, but that there shall be a proportionate * allowance on the purchase-money, this condition will not in general save a sale, where the error is of a material and substantial nature, although not fraudulent. (u) The test of this question, as a matter of law, seems to be, whether the error or misstatement is so far material and substantial that it may be reasonably supposed that the buyer would not have made the purchase had he not been so misled. And such misstatement will also avoid a sale if no reasonably accurate estimate can be made of the compensation which should be allowed therefor. (v) Any misstatement, made fraudulently, and capable of having any effect on the sale, will avoid it. Nor will the conditions of sale be binding against a purchaser, if so framed as to give the seller advantages which the buyer could not readily apprehend or understand without legal knowledge or advice; for a buyer is discharged from a purchase made under "catching conditions. "(w) mistake shall be made in the description of the premises, or any other error whatever shall appear in the particulars of the property, such mistake or error shall not annul the sale, but a compensation shall be given," etc, does not apply where any substantial part of the property turns out to have no existence, or cannot be found; or where the vendor has mala fide given a very exaggerated description of the property. The purchaser may in such a case rescind the contract in toto. See also ante, p. *494, note (i), et seq.

Co. 6 A. & E. 829; Bayley v. Gouldsmith, Peake, Cas. 56; Dearborn v. Turner, 16 Me. 17. See Meldrum v. Snow, 9 Pick. 441; Blood v. Palmer, 2 Fairf. 414; Eld-ridge v. Benson, 7 Cush. 485; Neate v. Ball, 2 East, 116. And what is a reasonable time within which a contract is to he performed, or an act to be done, is, in the absence of any contract between the parties, a question of law for the court, to be determined by a view of all the circumstances of the particular case. See Atwood v. Clark, 2 Greenl. 249; Hill v. Hobart, 16 Me. 164; Murry v. Smith, 1 Hawks, 41. But see Cocker v. Franklin Hemp and Flax Man. Co. 3 Sumner, 530; Ellis v. Thompson, 3 M. & W. 445. - Parol evidence of the conversations of the parties is admissible to show the circumstances under which the contract was made, and what the parties thought a reasonable time. Cocker v. Franklin Hemp and Flax Man Co. supra. And where A delivers property to B, on condition that if damaged while in B's possession, B shall keep it and pay for it, this is a conditional sale; and if the property is bo damaged, the sale becomes absolute, and assumpsit for goods sold and delivered will lie. Bianchi v. Nash, 1 M. & W.545. See also Perkins v. Douglass, 20 Me. 317; Jameson v. Gregory, 4 Met (Ky.) 363.

(/) Hanks v. Palling, 6 E. & B. 659.

(u) The Duke of Norfolk v. Worthy, l Camp. 340. Flight v. Booth, 1 Bing. N. C.. 370; Leach v. Mullett, 3 C. & P 115. See also Robinson v. Musgrove, 2 Mo. & Rob. 92; s. c. 8 C. & P. 469, where it was heId, that a condition of sale, " that if any unconditionally. McKinney v. Bradlee, 117 Mass 821. And see Hotchkiss v. Higgins, 52 Conn. 205. A horse, sold on condition that it be tried for eight days and then returned if unsatisfactory, died on the third day without fault of either party, and it was held, no sale. Elphick v. Barnes, 5 C. P. D. 321, And see Prairie Farm Co. 0. Taylor, 69 Ill.440; Hunt v. Wyman, 100 Mass. 198; Hickman v. Shimp, 109 Pa 16. What is a reasonable time is generally for jury; but if the delay is too long continued, for the court. Paige v. McMillan, 41 Wis. 337; Schlesinger 0. Stratton, 9 R I. 578 - K.

(v) See Sherwood v. Robins, 1 Mood. & M. 194, s. c. 3 C. & P. 339, where it was determined, that a condition in articles of sale, " that any error in the particulars shall not vitiate the sale, but a compensation shall be made," applies only to cases where the circumstances afford a principle by which this compensation can be estimated.

(w) Adams v. Lambert, 2 Jur. 1078; Dykes v. Blake, 4 Bing. N. C. 463. In the case of Dobell v. Hutchinson, 3 A. & E. 355, on a sale of a leasehold interest of lands, described in the particulars as held for a term of twenty-three years at a rent of £55, and as comprising a yard, one of the conditions was, that if any mistake should be made in the description of the property, or any other error whatever should appear in the particulars of the estate, such mistake or error should not annul or vitiate the sale, but a compensation should be made, to be settled by arbitration; and the yard was not in fact comprehended in the property held for the term at .£55, but was held by the vendor from year to year at an additional rent; and such yard was essential to the enjoyment of the property leased for the twenty-three years. It was held, though it did not appear that the vendor knew of the defect, that this defect avoided the sale, and was not a mistake to be compensated for under the above condition, although after the day named in the conditions for completing the purchase and before action brought by the vendee, the vendor procured a lease of the yard for the term to the vendee, and offered it to him. But where the particulars of sale described the property as a family residence, with the right of a pew in the centre aisle of the parish church, and the title of the pew was defective, as the use of the pew was not essential to the enjoyment of the property this error gave a right to compensation only. Cooper v.---------, 2 Jur. 29. And where there was a written agreement to sell and assign " the unexpired term of eight years' lease and good-will" of a public-house; it was held, that the purchaser could not refuse to perform the agreement on the ground that when it was entered into there were only seven years and seven months of the term unexpired. Lord Ellenborough said: " The parties cannot be supposed to have meant, that there was the exact term of eight years unexpired, neither more nor less by a single day. The agreement must therefore receive a reasonable construction; and it seems not unreasonable that the period mentioned in the agreement should be calculated from the last preceding day when the rent was payable, and including therefore the current half year. Any fraud or material misdescription, though unintentional, would vacate the agreement, but the defendant might have had substantially what he had agreed to purchase." Belworth v. Hassell, 4 Camp. 140.