{b) Above, p. 883, n.(k). (c) See above, pp. 268, 271, 277.

Retirement in view of purchase.

Purchase long after retirement.

Trustee for sale cannot he sub-purchaser from a stranger pending completion of the original sale.

(d) See cases cited above, p. 883, nn. (k), {I), (m), p. 884, n. (o); also Fox v. Mackreth, 2 Bro. C. C. 4 00, 2 Cox, 320, 4 Bro. P. C. 258, L. C. Eq.; Whichcote v. Lawrence, 3 Ves. 740.

(e) In this case the authority to sell, being given to all the trustees, is of course not -well exercised.

(f) Expte. Lacey, 6 Ves. 625;

Lister v. Lister, ib. 631; Expte. Bennett, 10 Ves. 381, 393.

(g) Above, p. 883.

(h) Expte. James, 8 Ves. 337, 352; Spring v. Pride, 4 De Gr. J. & S. 395.

(i) Re Boles and British Land Co.'s Contract, 1902, 1 Ch. 244.

(k) Above, p. 879.

(l) See cases cited above, p. 883, n. (l).

Trustee for sale cannot buy from himself as agent for a stranger.

Trustee for purchase.

The duties of a trustee for sale and the consequent disability to purchase are incumbent on a trustee (and formerly on an assignee) in bankruptcy selling the bankrupt's property in exercise of his statutory power of sale (r); on an executor or administrator selling leaseholds or other personalty of the deceased to raise money for payment of funeral or testamentary expenses or debts (s); on an executor selling lands under any power of sale expressly or impliedly conferred on him by the will for the purposes of his office (t), or under the power of sale given to him by Lord St. Leonards' Act (u) or the Land Transfer Act, 1897 (x); and, it is thought, on a tenant for life selling the settled land under the power conferred on him by the Settled Land Act, 1882 (y). On the other hand, the rule in question does not apply unless the trustee purchasing or selling be himself exercising an authority to sell or buy conferred on him by the instrument creating the trust. Thus a bare trustee (z), or a trustee of land under a simple trust of land for one in fee (a), is not absolutely incapacitated from purchasing the trust property; for such an one has no power of sale (b); and if he buy, the cestui-que-trmt must necessarily be the vendor (c). So also a trustee who has disclaimed or never acted in the trust (d), or an executor who has renounced probate or has never intermeddled with the testator's estate (e), is under no disability to purchase property sold by the other trustees or executors under any authority vested in them by the terms of the trust-instrument or by virtue of their office.

Trustee in bankruptcy.

(m) See Parker v. McKenna, L. R. 10 Ch. 96, 126; above, p. 8S5, and n. (a); Re Postle-thwaite, 60 L. T. 514.

(n) Expte. Bennett, 10 Ves. 381; Hesse v. Briant, 6 De G-. M. & G. 623, 628.

(p) Above, p. 885.

(q) Above, pp. 882, 883, and cases cited in note (k).

(r) Expte. Lacey, 6 Ves. 625; Expte. Bennett, 10 Ves. 3S0, 395; Bankruptcy Rules, 1886, No. 316, expressly applying the principle in question to the trustee and to any member of the committee of inspection.

(s) Killick v. Flexney, 4 Bro. C. C. 161; Watson v. Toone, 6 Madd. 153; see above, pp. 178, 179, 189, n. (x).

Rule not applicable where a trustee is not himself exercising an authority to sell or buy.

With respect to sales of settled land to the tenant for life under the settlement, it may be mentioned that, where the trustees of a settlement of land are empowered to sell with the consent of the tenant for life, it has been held that they may well sell to him (/).

Trustees selling under a power of sale exercise-able with the consent of the tenant for life may sell to him.

{t) See Baker v. Read, 18 Beav. 398; Smedley v. Varley, 23 Beav. 388; above, pp. 186, 187.

(u) Above, pp. 187 - 189.

(x) Above, pp. 190 - 193.

(y) See above, pp. 308, 334 - 337; Boyce v. Edbrooke, 1903, 1 Ch. 836; 1 Dart, V. & P. 37, 42.

(z) Above, p. 181, n. (z).

(a) Above, p. 268.

{b) Burkes v. White, 11 Ves. 209, 226; above, p. 268.

(c) See above, p. 878.

(d) Stacey v. Elph, 1 My. & K. 195.

(e) Clark v. Clark, 9 App. Cas. 733; Be Boles and British Land Co.'s Contract, 1902, 1 Ch. 244, 247.

(f) Howard v. Ducane, T. & R. 81; Dicconson v. Talbot, L. R. 6 Ch. 32. See Grover v. Hugell, 3 Russ. 428, 432; Beaden v. King, 9 Hare, 499, 519 - 521.

And under the Settled Land Act, 1890 (g), where a sale of settled land is to be made to the tenant for life, or a purchase is to be made from him of land to be made subject to the limitations of the settlement, or an exchange is to be made with him of settled land for other land, or a partition is to be made with him of land an undivided share whereof is subject to the limitations of the settlement, the trustees of the settlement shall stand in the place of and represent the tenant for life, and shall, in addition to their powers as trustees, have all the powers of the tenant for life in reference to negotiating and completing the transaction. It is important to remark, in connexion with the sale of land, that the better opinion is that a power to lease land is entirely governed by the rule now under consideration as well as a power to sell, and cannot therefore be well exercised by a lease made, either directly or indirectly, to the donee of the power: unless such a lease be authorised by the instrument conferring the power (h). Thus, a lease of settled land cannot well be made by a tenant for life to himself, or (it is thought) to a trustee for himself, under the power of leasing given to him by the Settled Estates Act, 1877 (h), or the Settled Land Act, 1882 (i). And the Settled Land Act, 1890 (g), does not enable any such lease to be made by the trustees of the settlement.

Sale, purchase, exchange, or partition in favour of tenant for life under Settled Land Act, 1890.

Power to lease land.

The rules governing the case of a trustee for sale or purchase are equally applicable in every instance in which a person exercising an authority to sell or purchase stands in a fiduciary relation to the person by or on whose behalf the authority was conferred; although the former may not be a trustee under a formally constituted trust. Thus, an agent employed to sell or purchase land, such as an auctioneer, an estate agent, or a solicitor, cannot buy the principal's land from himself for his own use or purchase his own land from himself for the principal (k): though he may buy the principal's land from the principal or sell his own land to the principal, subject to the rules affecting that class of contract (l). So also a director of a company cannot purchase the company's land from his co-directors and himself (m), and if he sell his own property to the company, the sale is voidable at the company's option (n). Nor can the liquidator of a company sell its assets to a trustee for himself (o). Promoters also stand in a fiduciary relation to the company which they promote; and if they sell their own property to the company by the agency of themselves acting as directors, and concealing from the shareholders their ownership of the property sold or the nature of their interest in the sale, the contract is voidable at the company's option accordingly (p). If, however, persons acquire property at a time when they do not stand in the relation of promoters to any contemplated company, they are at liberty to sell that property to any company which they may afterwards promote (q): but in order that such a sale may be valid and unimpeachable, it must be carried out through the agency of an independent board of directors informed of the promoters' interests and capable of exercising an unbiassed judgment as to the terms of the sale, or, if the directors be the promoters themselves or their nominees, full disclosure must be made to the shareholders of the promoters' position as vendors and as directors of the purchasing company, of the nature of their interests in the property which they sell to the company, and of their profit (if any) on the sale (r).