Discharge in consequence of bankruptcy since the contract.

1. Disclaimer by the trustee.

2. Rescission by the order of the Court in Bankruptcy.

3. Composition or scheme of arrangement approved by the Court.

4. Order of discharge.

(e) Above, p. 915, and n. (b).

(f) Stat. 46 & 47 Vict. c. 52, s. 56 (1, 2, 7); Re Hooley, 1899, 2 Q. B. 579; see above, pp. 477 -480, 484, 486 - 488.

(g) Stat. 46 & 47 Vict. c. 52, s. 56 (5); above, p. 487.

(h) Stat. 53 & 54 Vict. c. 71, s. 3 (12); above, p. 478 and n. (n).

(i) Stat. 46 & 47 Vict. c. 52, ss. 30, 37; Barnett v. King, 1891, 1 Ch. 4; above, p. 478.

(k) Above, pp. 478, 484.

A contract is discharged by performance of the obligations thereby undertaken; and each particular obligation of the contract is discharged by its performance in due course. Thus, we have seen that, on a sale of land, when the vendor has, by furnishing the proper abstract and producing the right evidence in support of it, shown a good title according to the contract, the purchaser is bound to accept the title (o). And when, after acceptance of the title, the vendor has duly conveyed the land sold pursuant to the contract, and the purchaser has paid the price, the parties are, as a rule, discharged from all the obligations of their contract of sale; for nothing else remains to be done on either side(p). But the completion of a contract for the sale of land, by conveyance and payment of the purchase money, does not necessarily operate as a discharge of every liability arising under the parties' agreement. If the contract contain any stipulation, which is collateral to the main duties of proving title, conveyance and payment, the obligation so incurred is not discharged by the performance of those duties. Thus, an express promise contained in the contract to compensate for errors of description (q), and a warranty of quality (r), remain enforceable after the sale has been completed. So, also, a collateral agreement that the purchaser, his heirs and assigns, shall observe restrictions in the use of the land sold, or that the vendor and his successors in estate shall observe restrictions in the use of other land, or that the purchaser shall build a house or wall, or erect a fence on the land sold, or keep an adjoining road in repair (s), is not discharged by conveyance (t). It appears, too, that where there has been a breach, before completion, of some obligation implied by law in the contract of sale, but collateral to the main duties thereby undertaken, the liability for this breach is not discharged by conveyance of the land sold in exchange for payment of the price. Thus, it has been held that the purchaser may maintain an action against the vendor, after completion, for breach of the vendor's implied obligation to take proper care of the land sold in the interval between the date of the contract and that of completion (u). And it seems that the same principle should be applicable in case of the vendor's breach of his implied obligation to discharge the outgoings up to the day fixed for completion (x). It is thought that an obligation, express or implied, may be said to be collateral to the main duties arising under the contract when it is of such a nature that it cannot reasonably be supposed that the parties intend it to be extinguished by performance of those duties (y).

Discharge of the contract by performance.

Discharge on completion.

Completion may not discharge every obligation of the contract.

Collateral stipulation.

Express agreement to compensate for errors.

{l) Above, pp. 509, 510, 726.

(m) Above, p. 470.

(n) Above, p. 478; Re Reis, 1904, 2 K. B. 769, 777, 781, 787.

(o) Above, pp. 29, 37, 129, 132, 506, 510; and see Soper v. Arnold, 37 Ch. D. 96, 14 App. Cas. 429, where the purchaser, through his legal adviser's inadvertence, expressly accepted a title which was bad on the face of the abstract. Cf. above, pp. 144 - 146.

(p) Above, pp. 509, 540, 571, 576 - 578, 642, 729 - 732.

(q) Palmer v. Johnson, 13 Q. B. D. 351; above, pp. 55, 540, 639 - 643.

Warranty of quality. Collateral agreement restrictive of the use of land or to lay out money thereon.

Breach of an implied collateral obligation.

Breach of vendor's duty to take care of the land sold; or to discharge the outgoings.

"Where the contract contains some collateral stipulation, which is directed or may be required to be inserted in the deed of conveyance, such as a stipulation restrictive of the use of the land sold or other land (z), and the stipulation is by mutual mistake modified in or omitted from the conveyance, the party injured thereby is entitled in equity to have the deed of conveyance rectified accordingly and to obtain at once the same relief, in the way of injunction or otherwise, as if the deed had duly expressed the parties' true intention (a). But where the parties have by agreement subsequent to the contract modified their original intention, and the deed of conveyance truly expresses their intention as so modified, there is no case for rectification (b); and since the parties have expressed their true intention in the deed, it is no objection that the agreement modifying their original intention was not otherwise put into writing (c). If, however, other persons than the vendor and purchaser were in effect parties to the original contract, so that the vendor and purchaser alone have no power to modify its provisions, as where a building estate is sold in lots on the terms that all purchasers shall have the benefit of certain restrictive stipulations, then the vendor and any single purchaser can only vary the original contract as between themselves and their representatives or successors in estate, and remain bound by and can enforce the provisions of the original contract as regards all the other parties thereto (d).

Variation or omission of collateral stipulation intended to be inserted in the conveyance.