In contracts for the sale or exchange of real property, an unreasonable delay on the part of the injured party to claim and exercise his right of rescission will warrant the imputation of laches and bar his right to relief, and an unexplained and unexcused delay in demanding rescission of the contract will preclude the granting of any relief in equity.73 But no absolute limit of time can be prescribed as all modifying circumstances of the particular case must be taken into consideration.74

72. Baptiste v. Peters, 51 Ala. 159; Perry v. Boyd, 126 Ala. 162, 28 South 711; Relf v. Cherly, 23 Iowa 467, Smith v. Ryan, 191 N. Y. 452, 84 N. E. 402; Wright v. Deniston, 29 N. Y. Supp. 718.

73. Carter v. Couch, 84 Fed. 735; Davis v. Godart (Minn.), 154 N. W. 1091; Thompson v. Milliken, 93 Kan. 72, 143 Pac. 431; Bennett v. Hickey, 112 Mich. 379.

In an exchange of premises the defendant represented that the farm was worth in the open marked $47.50 per acre; that there were no insects of any kind in the locality; that the gravel pits on his farm held the only available gravel pits in that locality; that he had raised 60 bushels of shelled corn the year preceding without fertilization; that there was no overflow from the river. Held: insufficient to entitle plaintiff to rescind where he had examined the land before the exchange, and after living on the farm 3 1/2 months, gave a receipt as follows to defendant, "A full, complete compromise settlement of any and all differerences on land and other trades." Parkyn v. Ford. 194 Mich. 184.

Where the defendant fraudulently represented land to be worth $30.00 per acre; that the original cost had been more than it really was, that the soil was productive especially for hay and wheat; held plaintiff not entitled to rescind where he had examined the premises in company with his father and had relied more on his father's judgment as to its productiveness and value, and occupied the land three years before making complaint. Buxton v. Jones, 120 Mich. 522.

74. Four years. Harington v. Paterson, 124 Cal. 542; 57 Pac. 476; Martin v. New Rochelle Co., 102 N. Y. 599; 57 N. E. 1117.

Three years. Watson Coal Co. v. Casteel, 6S Ind. 476; Woodfolk v. Morley, 98 Tenn. 467; 40 S. W. 479.

Two years. Richardson v. Lowe. 149 Fed. 625; Margo Coal Co. v. Halderman (.Mo.), 163 S. W. S2S.

A plaintiff coming into court to demand the rescission or cancellation of a contract, and being met with the imputation of laches from his long delay, may show that he was lulled into inaction by the fraudulent conduct or deceitful representations of the defendant,75 or that after learning the facts which would justify a rescission, he refrained from taking steps to terminate the contract, at the request of the defendant and as a mere matter of forbearance or indulgence to him, to give him an opportunity to perform his part of the agreement or in reliance on his promise to perform or to remedy the matters objected to.76 Where a party protests promptly on discovering that he has been defrauded in making a contract, and then enters into negotiations for a peaceable settlement which fail, a bill for cancellation of the contract, filed within a reasonable time after such failure, is not barred by laches.77

A party having the right to rescind a contract for false representations, and aware of the facts that give him such right, will be held to have waived or lost his right after a comparatively short delay in claiming it, if in the meantime, the circumstances or conditions have so changed that it is no longer possible for him to put the opposite party in statu quo or so that the effect would be to confer a greater benefit upon the party rescinding, or inflict a heavier loss upon the other party, than would have occurred if the rescission had been made promptly.78

Eighteen months. Hammond v. Wallace, 85 Cal. 522; 24 Pac. 837.

Fifteen months. Wilbur v. Flood, 16 Mich. 40.

75. Cornell v. Crane, 113 Mich. 460.

76. Hubbardson Lumber Co. v. Bates, 31 Mich. 158.

77. Fred Macey Co. v. Macey, 143 Mich. 138.

78. Disbrow v. Jones, Har. (Mich.) 102; Martin v. Ash, 20 Mich. 166; Dunks v. Fuller, 32 Mich. 242.

At an execution sale, the mortgagee's agent told the plaintiff that the mortgage was paid, and later upon discovering the fraud and false representations, plaintiff brought suit to rescind, but the court held that plaintiff was not entitled to relief, where he had made no inquiry as to the whereabouts of the mortgage and notes, and the public records showed that the mortgage was not discharged, and had been recognized as a subsisting lien in deeds executed subsequent to the time of the alleged payment of the mortgage. Flowers v. Reilly, 125 Mich. 562.

Where the purchaser of a farm discovered the fraud practiced upon him in its sale soon after taking possession, but retained possession for nearly a year, and made his payments as provided by his contract, he was not entitled to then rescind the contract and recover the full amount of his payments on the purchase price.79

Possession from 1867 to 1872 of premises conveyed to him, although the false representations were discovered soon after purchase, held to have barred plaintiff in an action for rescission on the false representations.80