Sec. 1. Of Completion generally.

Sec. 2. Of (Searches and Inquiries.

Sec.3. Of the Preparation of the Conveyance.

Sec. 4. Of the Adjustment of Accounts.

Sec. 5. Of the Execution of the Conveyance.

Sec. 1. - Of Completion Generally

After the investigation of title is completed, the pur chaser either accepts the title and proceeds to completion, or he objects to the title and claims that the vendor has failed to perform that part of the contract. In the latter case the vendor either admits the purchaser's claim or disputes it, when the parties must pursue their legal remedies. But if the purchaser accept the title, the contract is either duly completed or it fails to be performed either for non-payment of the purchase money or else for some reason which is not precisely a matter arising upon the investigation of title, as that the contract was induced by mistake or by misrepresentation as to some fact, or by fraud, duress or undue influence, or cannot or ought not to be performed by reason of the incapacity of some party thereto or of the relation in which the parties stand to each other. Of course, any of these matters may be alleged as a ground for avoiding the contract before or during the investigation of title. But as the plan of this treatise has been to take the normal course of a contract for the sale of land, and to describe the incidents thereof as they occur in order of time, we will first examine the cases in which the contract is duly completed, and will consider afterwards the various grounds on which the contract may be avoided.

Let us now approach the subject of the completion of the contract in its ordinary course. And first, as to the time for completion. As we have seen (a), if when the investigation of title is concluded the vendor has shown a good title according to the contract, the purchaser is bound to accept the title and complete the contract accordingly. Under an open contract, the time for completion is when the vendor has shown a good title (b): but it is usual in formal contracts for the sale of land to fix a date for completion (r). When this is done, time is not, as a rule, of the essence of the contract, either in equity or. since the Judicature Acts commenced, at Law (d). This rule, however, is subject to certain exceptions. The principle to which these exceptions are referable is the same as that on which the rule itself is founded (e). As the Court will enforce the specific performance of a contract, notwithstanding the failure to comply with some stipulation as to time, where it considers that the real intention of the parties was not to make the condition as to time material (f), so the Court will not order the specific performance of a contract after breach of a stipulation as to time, where the intention appears, either expressly or impliedly, that the observance of the time stipulation shall he an essential pari of the contract (g). A stipulation, therefore, that a contract for the sale of land shall be completed on a particular day will be of the essence of the contract, if such were the intention of the parties; and this intention may be either expressed or implied. An express intention to make time of the essence of the contract is best shown by providing (in these terms) that time shall be of the essence of the contract as regards the particular act required to be done within a given time (A): but such an intention may also be gathered from other expressions in the contract (i). It must, however, be clearly shown, or the general rule of construction, that time is not of the essence of an agreement to complete a sale of land on a given day, will be applied (A). With regard to the implication of an intention to make time of the essence of a contract to complete a sale of land on a particular day, we have seen (l) that such an intention may be inferred from the nature of the property or from the surrounding circumstances. Thus, time is of the essence of the contract where the value of the property sold must necessarily increase or diminish according to the effluxion of time (m), as in the case of sales of remainders or reversions other than those expectant merely on a lease at a profitable rent (n), of estates or interests determinable with life (o), or of mining leases or short leaseholds (p). So, where the property is used for trade or business purposes, time is generally of the essence of the contract (q), as on the purchase of a public-house (r), mill or manufactory as a going concern, or of mines for the purpose of working them (s). But in all these cases the question whether time is material is to be determined by ascertaining the intention of the parties (t); and if it appear from the contract that they contemplated delay in completion after the day fixed therefor, as where the payment of interest in case of delay in completion is expressly provided for (u), it will not be considered that compliance with the time stipulation is essential (x). As to inferring an intention to make time of the essence of the contract from the surrounding circumstances, this may be illustrated by the case of a contract to sell a house for the purpose of residence (y), or to sell land for erecting a mill or factory (s), or for any other immediate purpose (a): but it does not appear that such an intention will be inferred where the vendor does not expressly or impliedly offer the property as available for the required purpose and the purchaser does not disclose to him what use he desires to make of it (b). An express or implied stipulation that time shall be of the essence of the contract may be waived either by express agreement or by the conduct of the parties, as where they continue negotiations as to title after the day fixed for completion (c).

Time for completion.

Above, pp. 35, 46, 163, 179 (b) Above, pp. 35, 46. (c) Above, p. 57. (d) Above, pp. 68, 59; Patrick v. Milner, 2 C. P. D. 342.

Bee Hipwell v. Knight, 1