of the contract as representations upon which he may avoid the contract if shown to be false, but that "where the vendee is wholly ignorant of the value of the property, and the vendor knows this, and also knows that the vendee is relying upon his (the vendor's) representation as to value, and such representation is not a mere expression of opinion but is made as a statement of fact, which statement the vendor knows to be untrue, such a statement is a representation by which the vendor is bound." Pomeroy's Eq. Jur. secs. 878, 879; Pickard v. McCormick, 11 Mich. 68.

Much that was said by Judge CAMPBELL in delivering the opinion of the court in the Pickard case might well be said of the case at bar. "It is undoubtedly true," he said, "that value is usually a mere matter of opinion, and that the purchaser must expect that a vendor will seek to enhance his wares and must disregard his statements of their value. But while this is generally the case, yet we are aware of no rule which determines, arbitrarily, that any class of fraudulent misrepresentations can be exempted from the consequences attached to others. Where a purchaser without negligence has been induced, by the arts of a cheating seller, to rely upon material statements which are knowingly false, and is thereby damnified, it can make no difference in what respect he has been deceived if the deceit was material and relied on. It is only because statements of value can rarely be supposed to have induced a purchase without negligence, that the authorities have laid down the principle that they can not usually avoid a bargain. In the case before us the alleged fraud consisted of false statements by a jeweler to an unskilled purchaser of the value of articles. which none but an expert could be reasonably supposed to understand. The dealer knew of the purchaser's ignorance, and deliberately and designedly availed himself of it to defraud him. We think that it cannot be laid down as a matter of law that value is never a material

**

fact, and we think the circumstances of this case illustrate the impropriety of any such rule. They show a plain and aggravated case of cheating, and it would be a deserved reproach to the law if it exempted any specific fraud from a remedial action where a fact is stated and relied upon, whatever may be the general difficulty of defrauding by means of it." See, also, Kost v. Bender, 25 Mich. 515. Allen v. Hart, 72 Ill. 104, is to the same effect. See Holdom v. Ayer, 110 Ill. 448.

With a fraudulent intent Tolman represented that the company was organized on the principle of building and loan associations. Murray doubtless had some general knowledge of such corporations, and knew that they were recognized as lawful incorporations and understood to be profitable in many cases. Nor can it be said from this record that Murray was induced to enter into the contract through his mistake or ignorance of the law, or by the misrepresentations of Tolman as to matters of law merely. Some of the false representations of Tolman certainly did pertain to questions of law, but they were accompanied by false representations of material facts, and from the respective positions of the parties and the attendant circumstances were calculated to deceive, particularly when his statements of fact were demonstrated by an arithmetical calculation which Tolman must have known, but Murray did not know, to be false and deceptive.

In Williams v. Rhodes, 81 Ill. 571, it was said (p. 586): "It has been held by this court, in general terms, that a court of equity will not relieve on account of ignorance of the law where the facts are known. (Goltra v. Sanasack, 53 Ill. 456; Wood v. Price, 46 id. 439.) To this there may be exceptions, which we should recognize in cases of imposition, undue influence, misplaced confidence, surprise, etc." (See, also, Gordere v. Downing, 18 Ill. 492.) But, as we have seen, in the case at bar the facts were unknown to Murray and known to Tolman, and were falsely rep

resented to Murray by Tolman, and to our minds the case presents, in all its phases, a very clear exception to the general rule. See 2 Pomeroy's Eq. Jur. sec. 847; Kerr on Fraud, 90; Broadwell v. Broadwell, 1 Gilm. 599; Townsend v. Cowles, 31 Ala. 428; Moreland v. Atchison, 19 Tex. 303.

The organization of the company was itself a fraudulent device, gotten up by Tolman for an unlawful purpose, and to enrich himself, by fraudulent means, at the expense of the unwary. It is, however, among other things insisted that Murray has been guilty of laches, and for that reason is not entitled to relief. We cannot so find from the record. There has been no unreasonable delay, after ascertainment of the facts, in filing the bill. It does not appear that the rights of any third party will be prejudiced, nor is it perceived how Tolman is injured by the delay.

There was an accounting of usurious interest paid by Murray to Tolman on his note of $1000, which the master was, we think, justified in finding was given in renewal of previous notes signed by Murray and one Long, and it was found that there was a balance due Tolman on this note, after deducting such usurious interest, of $723.91, which was ordered to be deducted from the principal and interest thereon paid by Murray for said ten shares of stock, and the decree directed the surrender of the note and the payment by Tolman to Murray of the balance. It is objected that the decree does not direct the reassignment and delivery of the shares of the stock to Tolman. The decree is not as specific, perhaps, as it should have been in this respect, but we think a fair construction of it makes it incumbent on Murray to do this, and that he cannot have the decree enforced otherwise.

Objection is also made to the equitable jurisdiction of the court; but in view of the allegations of the bill and the evidence we think it a case for cognizance in a court of equity.

162 426 d91a $440

Other minor questions are raised. One is in respect to the decree as to the surrender by the Midland Company of a note of Murray on the payment of a certain amount provided in the decree, but as that company did not appeal we do not see how that matter concerns the other defendant.

On the whole, we think the case was properly decided in the trial court. The judgment of the Appellate Court will therefore be reversed and the decree of the circuit court will be affirmed.

Judgment reversed.

JAMES R. LANE

บ.

JESSE M. ALLEN et al.

Filed at Ottawa May 12, 1896—Rehearing denied October 13, 1896.

1. MORTGAGES-stipulation in trust deed as to partial release upon part payment construed. A stipulation in a trust deed that the premises may be subdivided, and that on payment of a certain sum or more at any time a part or parts of the premises shall be released therefrom, to be determined at certain rates per front foot or by the trustee, does not require that the subdivision shall precede payment, but a release may be had for previous payments upon a subsequent subdivision.

2. SAME-provision for release of portions of premises upon partial payments enforcible. A mortgagor is not bound to pay the whole indebtedness in order to enforce a provision of the mortgage for a release of a portion of the premises upon certain partial payments.

3. EVIDENCE-stipulation in trust deed not varied by parol evidence. The provision of a trust deed for a release of part of the premises upon certain payments cannot be varied by parol evidence that the lots to be released were to be sold to bona fide purchasers.

Lane v. Allen, 60 Ill. App. 457, reversed.

APPEAL from the Appellate Court for the First District;-heard in that court on appeal from the Superior Court of Cook county; the Hon. JOHN BARTON PAYNE, Judge, presiding.

ARND, EVANS & ARND, for appellant.

FRAKE & PEAKE, for appellees.

Mr. JUSTICE CARTWRIGHT delivered the opinion of the court:

Appellees filed their bill June 20, 1894, to foreclose a trust deed. Appellant was made a party defendant, and filed his cross-bill to compel a release of a portion of the premises under a stipulation in the trust deed for partial releases on payment of $500 or more at any time or times on the indebtedness secured thereby. Appellees answered the cross-bill, admitting that there was a provision in the trust deed as stated in said cross-bill, but denying that it applied to payments made before a subdivision of the premises, and claiming that the right to partial releases was fixed by a different agreement, under which lots were to be released when sold to owners who should put permanent improvements on the same. The issues on the cross-bill were referred to a master in chancery, who took the proofs of the respective parties and reported the same to the court, with his conclusion that appellant was entitled to a release of a share of the premises as prayed, based upon the payments made by him. Exceptions to the master's report were sustained by the court and the cross-bill was dismissed for want of equity. The Appellate Court has affirmed the decree of dismissal.

The material facts are as follows: On June 4, 1891, Lane entered into a written contract with Jesse M. Allen and Evelyn A. Frake for the purchase from them of the premises covered by the trust deed, by which they agreed to convey the same to him, or to whomsoever he might designate, upon compliance with the terms of the contract. The purchase price was $13,140, of which $250 was paid when the contract was made, $3035 became due August 1, 1891, and for the balance ($9855) Lane was to give promissory notes, three of which were to be payable