1. Vendor's lien on estate for unpaid purchase-money.

2. Whether he has any remedy if estate has been sold at undervalue: or more has been conveyed than was intended.

3. His right of pre-emption under Lands Clauses Consolidation Act, 1845.

4. His remedies at Law and in Equity on purchaser's covenants.

5. Purchaser's remedies on vendor's covenants.

6. His remedy in Equity under special circumstances if title defective.

7. His right to pay off incumbrances out of purchase-money.

8. His remedy in Equity if he buy his own estate, &c; - or if lands are omitted from conveyance - and as to further assurance in Equity and by Statute.

9. As to his general rights and liabilities under the conveyance.

(1.) The conveyance, if purporting to comprise "all the estate and interest" of a conveying party in the property, will not be restricted in its operation by the circumstance of his having concurred therein in any particular and specified character (a).

In the absence, however, of an express agreement, and of those circumstances from which the Court can imply an intention to the contrary, the vendor, notwithstanding the execution of the conveyance which contains the above expressions and acknowledges payment of the purchase-money and bears an indorsed receipt for the amount, and notwithstanding delivery of possession to the purchaser, retains an equitable lien (6) upon the estate, whatever may be its tenure, for all or such part of the purchase-money as in fact remains unpaid (c): and such lien is valid against volunteers, creditors, (whether claiming under a composition deed or in Bankruptcy) (d), and sub-purchasers with notice, claiming under the first purchaser (e): and a sub-purchaser, even without notice, is postponed unless he has the legal estate (f), or (in the opinion of Sir E. Sugden) (g) the deeds: it has even been held, in a recent case, that a sub-purchaser or mortgagee acquiring the 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 (h).

Vendor has a lien on estate for unpaid purchase money.

(a) Brew v. Earl of Norbury, 3 Jo. & Lat. 267.

If, however, the vendor, having conveyed the estate to the purchaser, retain the title deeds, the latter can recover them at Law, notwithstanding that the purchase-money be unpaid, unless the conveyance has been executed as an escrow, to be delivered on payment of the money (i).

The lien is not in the nature of an "express trust" within the 25th sect. of the 3 & 4 Will. IV. c. 27; and is therefore barred by the 40th sect. after twenty years from the day fixed for payment; there having been no interim payment nor written acknowledgment of title (k).

Lien is valid as against whom.

Does not protect title deeds at law.

Is not in nature of an express trust.

(b) As to the distinction between the vendor's lien and the right of stoppage in transitu on a sale of personal chattels; see M'Ewan v. Smith, 2 H. L. C. 309.

(c) See Winter v. Lord Anson, 3 Russ. 488; and see the judgment in Mackreth v. Symmons, 15 Ves. 336, where the earlier cases are cited.

(d) See Fawell v. Heelis, Amb. 724; Blackburn v. Gregson, 1 Bro. C. C. 420; Bowles v. Rogers, cited 6 Ves. 95.

(e) 15 Ves. 337, 341.

(f) See Mackreth v. Symmons, 15 Ves. 329.

(g) Sug. 881; but see Manning-ford v. Toleman, 1 Coll. 670 et qu.

(h) Worthington v. Morgan, 16 Sim. 547.

(i) Goode v. Burton, 11 Jur. 851, in which see the remarks made by the Court upon Mr. Justice Holroyd's dictum in Esdaile v. Oxenham, 3 B, & C. 229.

It would appear to be assignable by parol (l), but the assignee will take subject to any prior equitable incumbrances created by the vendor (m).

And it appears to be the result of the modern authorities (n) that where the vendor's claim is satisfied out of the personal estate of a deceased purchaser, Equity will, by marshalling the purchased estate and the personal estate, give the benefit of the vendor's lien to simple-contract creditors and legatees of the purchaser, if he have died intestate as respects the purchased estate; and to simple-contract creditors, but not to legatees, if the estate be devised.

When the vendor takes an independent security for payment, this will, as a general (o) but not universal rule (p), amount to an abandonment of the lien; as when he takes a security upon stock (q), or a mortgage of another estate (r); so, taking a mortgage of part of the sold estate is an abandonment of his hen as respects the residue (s); and taking a mortgage upon the estate for a part only of the unpaid purchase-money, is an abandonment of the Hen for the balance (t).

But he will not be held to have abandoned his lien from the sole fact of his taking any document which merely evidences, or facilitates the enforcement of, his claim against the purchaser; e. g. a promissory note, or bill of exchange, or bond (u): nor is it material that the money is to remain unpaid for a specified period, e. g. the life of the vendor (v).

Is assignable by parol.

Marshalling for lieu.

Is lost by taking in dependent security.

But not by taking note, bill, or bond;

(k) Toft v. Stephenson, 7 Ha. 1.

(l) Dryden v. Frost, 3 Myl. & Cr. 670.

(m) Lacey v. Ingle, 2 Ph. 313; and see Mangles v. Dixon, 1 Mac. & G. 437.

(n) See Sug. 878, and cases cited.

(o) Sug. 862.

(p) 15 Ves. 348.

(q) Nairn v. Prowse, 6 Ves. 752.

(r) See 6 Ves. 760.

(s) Capper v. Spottiswoode, Taml. 21.

(t) Bond v. Kent, 2 Vern. 281.

And as promissory notes and bills of exchange are considered merely as a mode of payment (w), it seems that if a third person join in them as surety, this will not affect the lien (x).

Whether the Hen would be affected by taking a bond or covenant from a third person, appears to be undecided (y); but probably such would be the case (z).