(1) The conveyance, if purporting to comprise "all the estate and interest" of a conveying party (and this is now the effect of every conveyance executed after 1881, unless a contrary intention is expressed in it (a)), will not be restricted in its operation by the circumstance of his having concurred in any particular and specified character (b).

Section 1

All estate clause not restricted by vendor concurring in special character.

In the absence, however, of an express agreement, and of those circumstances from which the Court can imply a contrary intention, the vendor, notwithstanding the execution of a conveyance containing the above expressions and acknowledging payment of the purchase-money and bearing an indorsed receipt (c), or now a receipt in the body of the deed (d), and notwithstanding delivery of possession to the purchaser, retains a lien (e) upon the estate, whatever may be its tenure, for so much of the purchase-money as in fact remains unpaid (/) ; and even, it has been held, for further advances made by him to the purchaser, for the purpose of improving the property, but without any agreement in writing (g). The lien is valid against volunteers, creditors, (whether claiming under a composition deed or in bankruptcy (It),) and sub-purchasers with notice, claiming under the first purchaser (/) : and a sub-purchaser or mortgagee, even without notice, is postponed, unless he has the legal estate (A"), or a better equity (/), e.g., by obtaining possession of the title deeds through the negligence of the vendor (m). It has even been held, that a sub-purchaser or mortgagee acquiring the evidence of payment ; Straton v. Rastall, (1788) 2 T. R. 366 ; Skaife v. Jackson, (1824) 3 B. & C. 421 ; Lee v. L. § Y. R. Co., (1871) 6 Ch. .527, 535. See, as to its effect in Equity, under special circumstances, as tending to mislead one of several joint payers, West v. Jones, (1851) 1 Si. N. S. 205 ; 20 L. J. Ch. 302. As to effect of recital or statement in the body of deed, see Taylor on Ev. 9th ed. 92 et seq.; Bourn v. Cobb, (1871) 18 W. R. 911 : 19 W. R. 614.

Vendor has a lien on estate for unpaid purchase-money.

(a) Conv. Act, 1881, s. 63.

(b) Brew v. Earl of Norbury, (1846) 3 J. & L. 267 ; Stronge v. Hatches, (1853) 4 D. M. & G. 186 ; and see Johnson v. Webster, (1854) 4 D. M. & G. 474, 488 ; 24 L. J. Ch. 300 ; Beaumont v. Lord Salisbury, (1854) 19 Beav. 198 ; 24 L. J. Ch. 94 ; see, as to general expressions in a decree,

Brought v. Jones, (1843) 4 D. & War. 174 ; and see sup. p. 565.

{c) Coppin v. C., (1724) 2 P. W. 291, 295 ; Croly v. Callaghan, (1843)

5 Ir. Eq. R. 25 ; Hawkins v. Gardiner, (1854) 2 Sm. & G. 441; Winter v. Lord Anson, (1827) 3 Rus. 488 ;

6 L. J. Ch. 7. Even at Law the indorsed receipt was not conclusive

Evidence of payment.

Lien is valid as against whom.

(d) Conv. Act, 1881, s. 54.

(e) As to the mode of enforcing it, see Some v. Young, (1838) 3 Y. & C. 199. As to the distinction between the vendor's lien and the right of stoppage in transitu on a sale of personal chattels, see M'Euan v. Smith, (1849) 2 H. L. C. 309; Spartali v. Benecke, (1850) 10 C. B. 212 ; 19 L. J. C. P. 293 ; Coventry v. Gladstone, (1867) 4 Eq. 493 ; 6 ib. 44. And see generally, as to the conditions on which the right of stoppage depends, Lickbarrow v. Mason, (1787) 1 Sm. L. C. 7th ed. 695.

(/) Winter v. Lord Anson, (1827) 3 Rus. 488 ; 6 L. J. Ch. 7: and Bee the judgment in 3Lackreth v. Symmons, (1808) 15 Ves. 328, 336.

(g) Ex p. Linden, (1841) 1 M. D. & D. 428 ; 10 L. J. 32 ; sed qu.

(h) Fawell v. Heel is, (1773) Arab. 724 ; Blackburn v. Grey son, (1785) 1 Br. C. C. 420; Bowles v. Rogers, (1800) cited 6 Ves. 95; Grant v. Mills, (1813) 2 V. & B. 306, 309 ; Karris v. Tubb, (1889) 42 Ch. D. 79 ; 53 L. J. Ch. 434.

(i) Mackreth v. Symmons, (1808) 15 Ves. 328, 337, 341.

(k) Mackreth v. Symmons, (1808) 15 Ves. 328 ; Frerc v. Moore, (1819) 8 Pr. 475.

(/) See Rice v. R., (1854) 2 Dr. 85; 23 L. J. Ch. 289 ; Jyettlewell v. Watson, (1884) 26 Ch. D. 501 ; 53 L. J. Ch. 717.

(m) Sec Sug. 14th ed. 682, citing Nairn v. Prowse, (1802) 6 Ves. 752 ; Stanhope v. Lord Verney, (1761) 2 Ed. 81 ; Rice v. R., (1853) 2 Dr. 73, 82 ; 23 L. J. Ch. 289 ; and ef. Ferry Jlerrick v. Attwood, (1857) 2 D. & J. 21 ; 27 L. J. Ch. 121 ; Lloyd v. Attwood, (1859) 3 D. & J. 614; Briggs v. Jones, (1870) 10 Eq. 92; and see the subject fully considered inf. p. 857 et seq.

As to distinction between vendor's lien and right of stoppage in legal estate, but neglecting to ask for the deeds, is to be postponed to the original vendor who holds them as a security for his unpaid purchase-money (n). But the rule is now well settled that a mortgagee, having the legal estate, is not to be postponed, merely by reason of carelessness and want of prudence on his part (o). The lien remains good notwithstanding the property is subsequently dealt with, even by an Act of Parliament (p), or that specific performance of the contract cannot be enforced by the vendors against the persons for the time being entitled to the estate (q).

But if the vendor, after conveyance, retains the title deeds, the purchaser can insist on their being handed over, though the purchase-money is unpaid ; unless the vendor also retains part of the real estate to which they show title, or unless the conveyance was executed as an escrow, to take effect on payment of the money (r), which may be shown by parol evidence (.s). It is difficult to see how the Judicature Act can have made any difference to this rule, except in so far as it would enable the vendor to counter-claim in such an action to have his lien enforced.

Does not protect title deeds at Law.

(n) Worthington v. Morgan, (1849) 16 Si. 547; 18 L. J. Ch. 233; Hewitt V. Loosemore, (1851) 9 Ha. 449, 458; Colyer v. Finch, (1856) 5 H. L. C. 905; 26 L. J. Ch. 65.

(o) Colyer v. Finch, ubi sup.; Northern Ins. Co. v. Whipp, (1884) 26 Ch. D. 482; 53 L. J. Ch. 629 ; Manners v. Mew, (1885) 29 Ch. D. 725 ; 54 L. J. Ch. 909; and see inf. p. 857 et seq.