Bona fide purchaser

“ If an agent to sell effects a sale to himself, under the cover of the name of another person, he becomes, in respect to the property, a trustee for the principal, and at the election of the latter seasonably made, will be compelled to surrender it, or, if he has disposed of it to a bona fide purchaser, to account, not only for its real value, but for any profit realized by him on such resale. ”

“ As a general rule a purchaser takes goods subject to any infirmities of title. The property in money, bank-notes, and negotiable instruments passes by delivery, and a person taking any of these bona fide and for value is entitled to retain it as against a former owner from whom it may have been stolen. ”

“ Its transfer does not preclude, as in those cases, all inquiry into the transaction in which it originated, because it has come into the hands of persons who have innocently paid value for it. The doctrine of bona fide purchasers only applies to it in a limited sense. ”

“ If the vendee obtains possession of goods with the intention by the vendor to transfer both the property and the possession, the property vests in the vendee until the vendor has done some act to dis- affirm the transaction. But if there was never any such inten- tion—if, for instance, the vendor delivers the goods to A.B. under the belief that he is CD.—the property does not vest in the transferee, and the owner may recover the goods even from a bona fide purchaser. ”

“ To be a bona fide holder, one must be himself a purchaser for value without notice, or the successor of one who was. Every man is chargeable with notice of that which the law requires him to know, and of that which, after being put upon inquiry, he might have ascertained by the exercise of reasonable diligence. Every dealer in mu icipal bonds, which upon their face refer to the statute under which they were issued, is bound to take notice of the statute and of all its requirements. ”

“ It has sometimes been contended, that a bona fide purchase for a valuable consideration and without notice, was equivalent to a purchase in market overt under the English law, and bound the property against the party who had right. ”

“ Although a person should buy in good faith, yet the sale will be set aside unless it can be shown that there was the strictest necessity for it. The master must not become a purchaser himself, and even if he afterwards buys of one who purchased at the sale, this transaction will be very narrowly watched, and he will be bound to show the very highest good faith in all parties. ”

“ Each owner, as well as each purchaser, has always had the right to fix the price at which he will sell or will buy, provided only that there is no restraint of competition, no unlawful monopoly or act. ”

“ When a man parts with any considerable amount of such material property as he has a natural right to part with,—as, for example, houses, or lands, or food, or clothing, or anything else of much value,—he usually gives, and the purchaser usually demands, some written acknowledgment, receipt, bill of sale, or other evidence, that will prove that he voluntarily parted with it, and that the purchaser is now the real and true owner of it. ”

“ And again (145 U.S. 432, 12 Sup. Ct. 879. 36 L. Ed. 762) :
'It is a general rule, in respect to the sales of real state, that when a purchaser has paid the full purchase price his equitable rights are complete, and there is nothing left in the vendor but the naked legal title, which he holds in trust for the purchaser. ”

“ No contract for the sale of goods, wares, or merchandise, for the price of fifty dollars or more, shall be good or valid, unless the purchaser accepts and receives part of the goods so sold, or gives something in earnest to bind the bargain, or in part payment ”

“ Martin, 2 Wall. 70,-that where one partner is present, in sole charge of the business, while the other is at a distance, in order to sustain a sale of the absent partner's interest, it must be made to appear that the price paid approximates a fair consideration for the thing purchased, and that all the information in the possession of the purchaser necessary to enable the seller to form a sound judgment of the value of what he sells should be communicated by the buyer to him. ”

“ It is necessary that the person claiming this right, should declare his intention of becoming the purchaser, immediately on hearing of the sale, and that he should, with the least practicable delay, make affirmation, by witness, of such his intention, either in the presence of the seller, or of the purchaser, or on the premises. ”

“ And provided further, That nothing herein contained shall prevent persons engaged in selling goods, wares, or merchandise in commerce from selecting their own customers in bona fide transactions and not in restraint of trade. ”

“ Where the vendor honestly expresses an incorrect opinion as to the amount, quality, and value of the goods he disposes of in a sale of his business, and good-will thereof, and the purchaser sees or knows the property, or has an opportunity to know it, no action for false representations will lie. ”

“ The vendee is treated as the owner of the land and the vendor as the owner of the money. The vendor is deemed in equity to stand seised of the land for the benefit of the purchaser, and the trust attaches to the land so as to bind the heir of the vendor. ”

“ If it be said that the whole transaction is one from a business point of view, it is enough to reply that the unity in this case is not sufficient to entitle the purchaser to recover, any more than the ultimate consumer who in turn paid an increased price. ”

“ A vendor, who is the absolute beneficial owner, now conveys expressly “as beneficial owner,” which words, by virtue of the Conveyancing Act 1881, imply covenants by him with the purchaser that he has a right to convey, for quiet enjoyment, freedom from incumbrances, and for further assurance—limited, however, to the acts and defaults of the covenantor and those through whom he derives his title otherwise than by purchase for value. ”

“ The buyer is the beneficial and substantial owner, with such attributes of ownership as possession, use and control, and has his equity of redemption sedulously guarded by the law. The seller, on the other hand, reserves title to the goods solely as security for payment or performance by the buyer. ”

“ Trade goodwill varies with the nature of the business with which it is connected, but there are two rights which, whatever the nature of the business may be, are invariably associated with it, viz. the right of the purchaser to represent himself as the owner of the business, and the right to restrain competition. For the purposes of the Stamp Act, the goodwill of a business is property, and the proper duty must be paid on the conveyance of such. ”

“ Such a rule, requiring the purchaser to take care of his own interests, has been found best adapted to the wants of trade in the business transactions of life. And there is no hardship in it, because if the purchaser distrusts his judgment he can require of the seller a warranty that the quality or condition of the goods he desires to buy corresponds with the sample exhibited. ”

“ There is much reason in the doctrine, that where the trust is defined in its object, and the purchase money is to be reinvested upon trusts which require time and discretion, or the acts of sale and reinvestment are manifestly contemplated to be at a distance from each other, the purchaser shall not be bound to look to the application of the purchase money ”

“ An honest purchaser will, furthermore, be protected, although he did not obtain the legal title at the time of his purchase, if he did acquire at that time an irrevocable power of obtaining the legal title upon the performance of some condition, and that, too, although, before performance of the condition, he received notice of the prior equitable claim. ”

“ If no, the purchaser must be at liberty to refuse to buy if it suits his interest to do so. Suppose he does refuse, and thereupon the seller offers to lower his price, it being his interest to do so, is the purchaser at liberty to accept that offer? ”

“ He must deal in the market as others deal, buying only when he can buy and at the price at which the owner is willing to sell, and selling only when he can find a purchaser and at the price which the latter is willing to pay. ”

“ Now, Red, remember the entire commercial fabric of our nation is built up on confidence, and confidence can obtain only just so long as the integrity of the business world is maintained by the recognition of the validity of a contract entered into in good faith between buyers and sellers. ”

“ Even fair purchasers, at four, five, six, eight, for one, did not stand on the same footing with the first holders, supposing them not to be blamable. The interest they received, even in paper, is equal to their purchase money. ”

“ In our judgment it is altogether too narrow a view of the responsibility of a vendor in such a case as the present. Where to draw the precise line between the cases in which the vendor's knowledge of the purchaser's intent to make an unlawful use of the goods, will vitiate the contract, and those in which it will not, may be difficult. ”

“ A purchaser is not bound to accept a doubtful title.
From these authorities it may by laid down as a settled rule, that at law, to entitle the vendor to recover the purchase money, he must aver in his declaration a performance of the contract on his part, or an offer to perform at the day specified for the performance. ”

“ They said, we mean to be an honest and also a free people; and, therefore, every one in buying or selling shall do exactly what he has agreed to do; unless, by reason of some unforeseen or unavoidable circumstances, he is absolutely unable to perform his agreement or contract. ”

“ By conditioning his sale of one commodity on the purchase of another, a seller coerces the abdication of buyers' independent judgment as to the 'tied' product's merits and insulates it from the competitive stresses of the open market. But any intrinsic superiority of the 'tied' product would convince freely choosing buyers to select it over others, anyway. ”

“ It is, perhaps, unnecessary to add, that no trustee or assignee can purchase property for himself included in the trust, even at auction; nor is it safe to pay the purchase money to an agent of the vendor, unless he give a written authority to the agent to receive it, besides handing over the requisite deeds and receipts. ”

“ If they are mere luxuries, he is at liberty to do as he pleases, and if he buys, he does it voluntarily: But if they are absolute necessaries, or conveniences, which use and custom have made requisite for the comfort of life, and which he is not permitted, by the power imposing the duty, to get elsewhere, there the seller has a plain advantage, and the buyer must pay the duty. ”

“ If a vendor parts with his goods on the faith of such false statements made by the buyer, it would be strange if the law permitted the buyer to reap the fruits of such conduct, and retain the goods against the will of the vendor. To illustrate, let us suppose a case. A man with no property, but with great faith in his ability as a merchant, goes to a city and calls on a wholesale merchant for the purpose of buying a stock of goods. ”

“ In some countries, under the civil law, a buyer of immovables is of right entitled to a rescission of the sale if it turn out, though without fraud, that the price was more than fifty per cent. above the true value. ”

“ So a sale upon credit, instead of being for ready money, under a general authority to sell, and in a trade where the usage is to sell for ready money only, creates to contract between the owner and the buyer, and the thing sold may be recovered in an action of trover. ”

“ Purchasers are required to exercise ordinary prudence in respect to the title of the seller, and if they fail to investigate when put upon inquiry, they are chargeable with all the knowledge which it is reasonable to suppose they would have acquired if they had performed their duty in that regard. ”

“ When nothing is said at the sale as to the time of delivery, or the time of payment, the buyer is entitled to the goods on payment or tender of the price, and not other wise; for, though he acquires the right of property by the contract of sale, he does not acquire the right of possession, until he pays or tenders the price. But if the seller delivers the goods absolutely, and without fraudulent contrivance on the part of the buyer, the buyer will hold possession of them. ”

“ The vendor must also agree to the relinquishment of his right of property, which right may be of importance to the vendor to secure the performance of contemporaneous acts to be done by the buyer, such as making payments falling due before the contract has been fully completed. ”

“ The equity appealed to-while it scans the transaction with the severest scrutiny-looks at all the facts, and giving to each one its due weight, deals with the subject before it according to its own ideas of right and justice. In some instances it visits the buyer with the same consequences which would have followed in an action at law. In others, it allows a security to stand for the amount advanced upon it. In others, it compels the buyer to account only for the difference between the under price which he paid and the value of the property. ”

“ Human flesh and blood that has not been compensated for have gone into its making. The seller not having a good title himself, cannot transfer such to another. Persons who buy from him do not, therefore, secure a just title, and hence, it is argued, commit a grave injustice by buying such an article. ”

“ Now, by means of bills of lading, the seller is enabled to keep his hold on the goods until he receives the price, and the buyer is enabled to secure possession of the goods as soon as he pays the price. ”

“ Whether a producer of goods should be permitted to fix by contract, express or implied, the price at which the purchase may resell them, and if so, under what conditions, is an economic question. To decide it wisely it is necessary to consider the relevant facts, industrial and commercial, rather than established legal principles. ”