"The rule is well established that where persons are dealing with each other upon equal terms, and no confidential relation exists between them, neither is bound to disclose superior information he may have respecting the transaction, and, in the absence of fraud or deception to induce the contract, the court can afford no relief." 9
■ Wilkinson's Latin Classics, Vol. 2, pp. 262, 263.
"The following propositions may be stated as embodying the principal features of the decisions as to what acts or conduct of the vendor amount to fraud in respect to the title which he undertakes to convey: (1) The vendor is guilty of fraud if he conceals a fact material to the validity of the title, lying peculiarly within his own knowledge, and which it is his duty to disclose. It is as much a fraud to suppress the truth as it is to utter a falsehood. The question, what facts the seller must disclose, is capable of much refinement. Obviously it cannot be determined by any precise rule. In every case that arises the question is one of fact to be solved by all the circumstances which surround the transaction, among which, perhaps, the most important are the relations of trust and confidence which the parties bear to each other, and the inequalities in their respective business capacities, or opportunities for information respecting the title."10
Cases involving concealment on the part of the purchaser, though less frequently before the courts than those in which the vendor's concealment is complained of, present interesting and sometimes difficult questions. "It has long been settled in common law jurisdictions that, in general, the mere failure of a buyer to disclose something extrinsic or intrinsic to the thing bought, known to him and not known to the seller, is not in legal sense fraud." 11 But while mere reticence on the part of the purchaser does not amount to a fraud, very little is sufficient to defeat the application of that principle. A single word which tends to mislead the vendor, or even a nod, or a wink, or a shake of the head, or a smile from the purchaser, may be enough.12
9Jones v. Stewart, 87 N. W. 13 (1901).
10 Maupin on Marketable Titles (2d Ed.), pp. 238-240.
In Crompton v. Beedle, 75 Atl. 333 ( Vt. 1910), the owner of land lived some distance therefrom. The defendant, being aware of a valuable but undeveloped quarry on the land, the existence of which the owner was ignorant of, obtained an option to purchase, and subsequently a deed of the land, upon the representation that it was of little value and that the only reason he desired the land was because it adjoined some land belonging to him, and that the only way of access thereto was over his land, and that the passing to and fro for such access annoyed him and his family. It was held that the vendor, living at a distance, being thrown off her guard by reliance on the representations and therefore not inquiring as to the real value of the land, might rescind on discovering the real situation.13 "An action will lie for fraudulent representations made by the prospective purchaser of land as to its value and condition; the land being at a distance from the place of purchase, and the vendor being ignorant as to its condition and value, and relying upon the truthfulness of such representations." 14
It seems that this question would not be affected by the fact that no confidential relations existed between the parties.15 "Unfairness and fraud may be collected from a variety of circumstances, and it is ordinarily enough to establish fraud that a vendee has actively attempted to ensnare, and has in fact ensnared, the vendor into the making of an unconscionable contract. Where concealment of an essential thing is effected by an industrious course of misleading and deceptive talk or conduct, there is fraud against which equity will relieve. The law distinguishes between passive concealment and active concealment. Where one has full information, and represents that he has, if he discloses a part of his information only, and by words or conduct leads the one with whom he contracts to believe that he has made a full disclosure, and does this with intent to deceive and overreach and to prevent investigation, he is guilty of fraud against which equity will relieve, if his words and conduct in consequence of reliance upon them bring about the result which he desires." 16
11Crompton v. Beedle, 75 Atl. 333 (Vt. 1910), (citing Fox v. Mackreth, 2 Bro. C. C. 420; Harris v. Tyson, 24 Pa. 347; 64 Am. Dec. 661; Smith v. Beatty, 37 N. C. 456; 40 Am. Dec. 435; Laldlaw v. Organ, 2 Wheat. 178; 4 L. Ed. 214).
12 Crompton v. Beedle, supra.
13 This case also refers to the following authorities: Paddock v. Strobrldge, 29 Vt. 470; Maynard v. Maynard. 49 Vt. 297: Etting v. Bk. of U. S., 11 Wheat. 59; 6 L. Ed. 419; Turner v. Harrey, Jacob 169, 178 (Eng.) ; Walters v. Morgan, 3 De G. F. & J. 718; Livingston v. Peru Iron Co.. 2 Paige (N. V.) 390; Haygarth v. Wearing, L. R. 12 Eq. 320; Mountain v. Day, 91 Minn. 249; 97 N. W. 883,
14 Syllabus by the court in Mountain v. Day, 91 Minn. 249; 97 N. W. 883, quoted in Crompton v. Beedle, 75 Atl. 334 (Vt. 1910).
15 Crompton v. Beedle, supra.