Page:Harvard Law Review Volume 1.djvu/11

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seem to exist between his views and those of the present writer may be attributed, with possibly one or two exceptions, to an extension of the principles stated in the “Summary” rather than to any real divergence of opinion.

The principle as to purchase for value, which it is the object of these pages to justify, may be concisely stated as follows: A court of equity will not deprive a defendant of any right of property, whether legal or equitable, for which he has given value without notice of the plaintiff’s equity, nor of any other common-law right acquired as an incident of his purchase. In all other cases the circumstance of innocent purchase is a fact of no legal significance.

The rule just given is simply an application of that comprehensive principle which lies at the foundation of constructive trusts and other equitable obligations created by operation of law (including implied or quasi contracts, which are really equitable liabilities, upon which the common law assumes to give a remedy), namely, that a court of equity will compel the surrender of an advantage by a defendant whenever, but only whenever, upon grounds of obvious justice, it is unconscientious for him to retain it at another’s expense. Indeed, it is not too much to say that the purchaser of a title from one who holds it subject to an equity is always charged, if chargeable at all, as a constructive trustee. If he acquired the title with notice of another’s equity his acquisition was dishonest, and he must, of course, surrender it. If he gave no value, though his acquisition was honest, his retention of the title, after knowledge of the equity, is plainly dishonest.[1] If he gave value, and had no notice of the equity, it is eminently just for him to keep what he has got.

It will be convenient to discuss, separately, the three classes of rights, before-mentioned, which a defendant may have acquired, namely: (1) legal rights of property, (2) equitable rights of property, and (3) other common-law rights, and then to consider

  1. It is sometimes said that a volunteer has constructive notice of prior equities. But this is a perversion of the term notice. If a volunteer should, before actual notice of any equity, dispose of the title by gift, surely no claim could properly be made against him. Yet, if he had constructive notice, he would be liable for a wrong analogous to a breach of trust. If, again, a donee should sell the property, and subsequently buy it back, he could keep the property, though he would have to account for the proceeds of his sale; whereas, if he had constructive notice, he could not keep the property. Ames, Cas. on Trusts, 532.