1. Purchaser without notice, protected by legal estate against prior claimants.

2. With mere equitable title, postponed to prior equitable claimants.

3. How far protected against defective execution of powers - against prior claimants who have encouraged him to purchase - and by Statute in various cases.

4. As to priority under the Registration Acts.

5. As to notice - what it is - how it may be proved - and its effect - of void or voidable estates, and fraudulent or voluntary conveyances - equitable relief against purchasers with notice.

6. As to contribution to paramount charges.

7. Rights of third parties after conveyance in various cases.

(1.) Where two persons have, in conscience, an equal claim to the same property, Equity will not interfere against the one who acquires a legal right to hold it; even although his equitable title be of later date than that of his opponent (a).

The execution of a conveyance vesting the legal estate in a bond fide purchaser for valuable consideration, or in his trustee, will, therefore, render his title indefeasible as against all equitable claimants, even for valuable consideration, of whose claims he had no notice prior to the execution of the conveyance (b), and actual payment of the purchase-money (c): and where the contract has been completed by a conveyance which proves defective, by reason of some prior conveyance, charge, or incumbrance, the purchaser may, at any subsequent period, get in any outstanding legal estate, (unless held expressly in trust for an adverse claimant (d),) and use it against all parties of whose claims he had no notice at the time of the completion of his purchase (e): where the conveyance is executed and the purchase-money is secured, he may come into Equity to have it employed in discharge of newly discovered incumbrances (f), if created by the vendor or covered by his covenants for title (g); and where the conveyance has been executed, and part only of the money paid, before notice, he may, it is conceived, clearly avail himself of the legal estate as a security to the extent of the sum so paid.

Where Equities are equal, legal estate prevails.

Purchaser without notice, paying purchase-money and acquiring legal estate feasible right to call for the legal estate, the ordinary rule of equity, "qui prior est tempore potior est jure" will, it appears, be allowed to operate in favour of an adverse claimant: so that where a mortgagee lent money upon a conveyance of what he knew to be a mere equity of redemption, it was held by Lord Thurlow, that he must be postponed to mesne incumbrancers of whom he had no notice (t); and the decision has been several times recognised by Lord Eldon (u): so, also, where, in a recent case, bankers took an equitable mortgage by deposit of title deeds of an estate which was subject to a secret trust of which they had no notice, it was held, that such trust must prevail against their security (w): so, a purchaser of a legacy takes subject to the liability to refund for payment of debts (x).

(a) Oxwick v. Plumer, Bac. Abr. Mortgage, E, s. 3.

And, for the above purposes, it is immaterial that the vendor has no equitable interest in the property: - a bare trustee, or a vendor whose apparent equitable title depends upon a forged instrument (h), can make a good title to a purchaser paying his money without notice, and then, or subsequently, acquiring the legal estate.

But the legal estate will not protect a purchaser against the claims of persons whose prior right to its protection under the conveyance, or getting it in by deed subsequent to conveyance, acquires indefeasible title.

Although vendor had no title in equity.

But notice of another having better right to was known to him before the completion of the purchase,, even although the extent of such claims were unknown; for instance, where A., knowing that B. had a charge on the property, accepted a mortgage of the estate, relying on the mortgagor's covenants, and then got in an old outstanding term for years, it was held, that B., having, in respect of A.'s notice of the first incumbrance, a preferable right to require an assignment of the term, was entitled to priority not only in respect of such first incumbrance, but also in respect of a subsequent charge of which A. had no notice at the date of his advance (i).

(b) Wigg v. Wigg, 1 Atk. 382, 384.

(c) Tourville v. Naish, 3 P. Wms. 307; (where the money being secured by bond was held insufficient;) Jones v. Stanley, 2 Eq. Ca. Abr. 685, pl. 9; Story v. Lord Windsor,

2 Atk. 630; see Davies v. Thomas, call for legal estate, is notice of all his equities.

2 Y. & C. Exch. 234.

(d) Saunders v. Dehew, 2 Vern. 271.

(e) Stanhope v. Earl Verney, 2 Ed. 81; and Mr. Butler's note to Co. Litt. 290. b. n.; Willoughby v. Willoughby, 1 Durn. & E. 763; and see Jones v. Smith, 1 Ha. 43; and 1 Ph. 244; as to the priority acquired by registration, vide infra.

(f) 3 P. Wms. 307.

(g) Supra, 381.

(h) See Jones v. Powles, 3 M. & K. 581.

And it seems that a purchaser who has completed without notice of a prior incumbrance, may get in the legal estate even from a trustee or satisfied mortgagee having notice of such incumbrance, and will be entitled to avail himself of its protection (k): yet it has been doubted whether the trustee or mortgagee can safely make the conveyance (l): and if the trustee have executed a declaration of trust in favour of the incumbrancer, and the purchaser have notice of such declaration at the time of getting in the legal estate, he will lose the benefit of its protection (m).

But it is clear that a purchaser by paying off, and getting in a legal estate from, an unsatisfied mortgagee, may hold it as against all mesne incumbrances of which he had no notice at the time of completion; and this may be done pendente lite, at any time before a decree to settle priorities (n).

Whether legal estate, got in from trustee who has notice of prior claim, is available.

Legal estate got in from unsatisfied incumbrancer, available against subsequent incumbrancers.

(i) Willoughby v. Willoughby, 1 D. & E. 763.

(k) See Lord Hardwicke's judgment in Willoughby v. Willoughby 1 D. & E. 763; Peacock v. Burt, 13 L. J. 35; and see Sugd. 786, where the point is said to be clear.

(l) See 1 D. & E. 771; and Ex parte Knott, 11 Ves. 613.

(m) Saunders v. Dehew, 2 Vern. 271; Allen v. Knight, 5 Ha. 272, affirmed, 11 Jur. 527.

(n) Belchier v. Renforth, 5 Bro. P. C. 292; and see 11 Ves. 619: the general doctrine is disapproved of by the present Registration CommisAnd where a purchaser, not having got in an outstanding legal estate, has nevertheless the best right to call for it, he will in Equity be entitled to its protection (o).

And, as a general rule, a Court of Equity will not act adversely to a bond fide purchaser who has taken what purported to be a conveyance of the legal and equitable estates, or, perhaps, of such an equitable estate as apparently gave him an absolute and indefeasible right, (either immediately, or upon payment of a subsisting incumbrance,) to call for the legal estate, and has paid his purchase-money without notice of adverse claims (p): the rule, however, has been held to be different where the adverse claimant has a legal title (q); but this doctrine has been disapproved of, and is opposed to decisions by Sugden, C. (r). However, it seems probable, notwithstanding some old authorities to the contrary, that when a bond fide purchaser subsequently resorts to fraud in order to perfect his title, Equity will interfere for the purpose of depriving him of the advantage he has thus acquired (s).