
    M’Kinney v. Pinckard’s Ex’or.
    March, 1830.
    [21 Am. Dec. 601.]
    (Absent Gbehn, J.)
    Chancery Practice —Avoidance of Contract — Inadequacy of Price, — inadequacy of price, whether it be so gross as to be per se proof of fraud or not, if attended by circumstances evincing unconscien-tious advantage taken by vendee of improvidence and distress of vendor, will avoid the contract in equity, though it be a contract executed.
    Sume — Vendor of Expectant Interest — Qe.'ere,— Whether every vendor of an expectant interest is not to be regarded in equity as a young heir dealing for his expectancies:
    Same — Same,—But clear, that very anxious protection is extended by equity to all persons selling expectant interests, whether they stand in relation of expectant heirs or not, and trivial 1 circumstances, added to inadequacy of price, sufficient to set aside such sales.
    The appellee’s testator, Thomas Pinck-ard, being entitled to a share of the reversion or remainder of sundry slaves, expectant on the life of Judith Fauntleroy, conveyed the same, by bill of sale dated the 28th November 1809, to the appellant, Armstrong M’Kinney, for the consideration of 156 dollars cash. This expectant interest of Pinckard was
    worth, at the time of the sale thereof to M’Kinnej', *on a fair estimate, taking Mrs. Fauntleroy’s expectation of life to be five years, at least 1300 dollars. Mrs. Fauntleroy was then 56 years old, in very bad health, seldom free from disease, and subject to frequent recurrence ot acute diseases; but, contrary to the expectation of her acquaintances, she lived till the 30th January 1817. Pinckard was a young man about 23 years of age, of improvident, extravagant, dissipated disposition and habits, embarrassed in his affairs, and in great distress 'for money. M’Kinney was a deputy sheriff of the county of Westmoreland, where Pinckard lived; and shortly before the contract, he had had several executions against Pinckard in his hands, which had been satisfied by forced sales of his property; he held one execution against him, for a small amount, at the time of the contract; and other executions were, probably, anticipated by both parties; for early in 1810, two others, on judgments of Westmoreland county court, were issued against Pinckard, one of which was returned no effects: whence it was inferred, that M’Kinney must have been apprised of the embarrassed state of his affairs, at the time of the contract. Mrs. Fauntleroy, the tenant for life, however, did not reside in Westmoreland, but in the neighbouring county of Essex; and there was no direct proof, that M’Kinney was acquainted with her, her time of life or state of health, or with the number or description of the slaves held by her for life.
    Pinckard died in the early part of the year 1814; having some short time before his death, offered to redeem the property, by repaying to M’Kinney the money he had received of him, alleging,- that there was a secret agreement between them that he should have the right of redemption; upon which, M’Kinney, 'without denying the fact of any such agreement, refused to permit the redemption, unless Pinckard would pay him other monies which he said he owed him. Shortly after Pinckard’s death, his executor tendered to M’Kinney, the purchase money he had paid Pinckard, with interest; and M’Kinney refusing to receive *it, he deposited the amount in the hands of a third person, and gave notice to M’Kinney, that it would be paid to him whenever he should choose to receive it.
    Pinckard’s will was admitted to probat, and letters testamentary granted to his executor, on the 23d May 1814. After Mrs. Fauntleroy’s death in January 1817, the executor took possession of his testator’s share of the slaves in question. And, on the 21st May 1819, he exhibited his bill against M’Kinney, in thp superiour court of chancery of Fredericksburg, detailing the facts of the transaction; impugning the contract between him and Pinckard, on the ground that it was a purchase of an expectant interest in property for a grossly inadequate price, from a young heir, with full knowledge of his thoughtless improvident character, his habits of dissipation and extravagance, the embarrassment of his affairs, and his distress for money; charging, that the purchase, under such circumstances, and for such a price, was oppressive and fraudulent; and praying, that M’Kinney on being reimbursed the purchase money with interest, might, be compelled to release all claim under the, bill of sale of November 1809.
    M’Kinney, in his answer, controverted those allegations of the bill, which imputed to him actual fraud, overreaching, and taking advantage of the known improvidence and distress of Pinckard ; and strenuously insisted, that the contract was fair in fact, and valid.
    The material facts of the case, as above stated, were, in the opinion of the chancellor and of this court, proved by the parol and documentary evidence taken and filed in the cause. There was evidence also, tending to prove, what Pinckard had alleged in his lifetime, that the bill of sale in question, was not intended as an absolute deed, but was, in truth, conditional and defeasible; but that point was not put in issue by the pleadings.
    The chancellor decreed, that upon the payment or tender, by Pinckard’s executor to M’Kinney, of the sum of 156 dollars, with interest from the 28th November 1809 till paid *or tendered (subject to a deduction of the plaintiff’s costs in this suit) M’Kinney should release and convey to Pinckard’s executor, all his interest and claim under the bill of sale of the 28th November 1809. From which decree, M’Kinney appealed to this court.
    Leigh, for the appellant.
    There never has been any case, in which mere inadequacy of price has been held sufficient ground for refusing specific execution of an executory contract, much more for annulling an executed contract. To set aside a conveyance, the inequality of the contract must be so glaring, as that the bare stating of it shall shock the conscience of any man of common sense; such as affords evidence of actual fraud. The true and only ground of relief, in such cases, is fraud. Gwynne v. Heaton, 1 Bro. C. C. 1; Osgood v. Franklin, 2 Johns. Ch. Rep. 1, 23, 14 Johns. Rep. 527; S. C., and 1 Fonb. eq. book I, ch. II, § 9, 10, pp. 127, 130,
      Sugd. Law Vend. ch. V, § 1, 2, 3, 4, pp. 189, 194,  where the cases are collected. The present is not the case of a young heir selling his expectancy; as to which there is a peculiar doctrine, grounded on peculiar principles; Sugd. Ibid. Pinckard was not a young heir. But this was a sale of a re-versionary interest; and there, in my view, lies the stress of the case. A very anxious protection is extended by courts of equity to all persons selling reversionary or other interests in expectancy ; and, in such cases, the burden has been imposed on the purchaser to shew the adequacy of the consideration paid ; yet, even in these cases, the courts relieve on the ground of fraud or imposition, expressly proved, or implied from the inadequacy of the consideration. Sugd. ubi supra; Cole v. Gibbons, 3 P. Wms. 290; Gowland v. De Faria, 17 Ves. 20; Roche v. O’Brien, 1 Ball & Beat. 330. These doctrines are, we know, of easy application *in England. But it would be very difficult, if not impossible, to apply them here; and very harsh, indeed, to infer actual fraud from the inadequacy of the price given for a reversionary or expectant interest in slaves in Virginia. For, the market value of such property is very fluctuating, and it is liable to casualties that may impair and destroy its value; and, in the practice of the country, there is no’method in general use, for estimating the present value of such expectancies. Accordingly, it is every day’s experience, that expectant interest in slaves, even when fairly sold at public auction, are always sold at an immense sacrifice. And, in the case before the court, it seems hardly possible to charge the purchaser with fraud, seeing that he knew not, and had no means of knowing, and that the vendor did know, the circumstances on which the value of the subject depended; the number, namely, and quality of the slaves, and the state of Mrs. Fauntleroy’s health, and her probable expectation of life. In the present case, too, there has been an acquiescence in the contract for such a length of time, as ought to preclude the executor of the vendor from the relief he is seeking. I do not count the time that elapsed between the date of the sale and the death of Pinckard, because he continued in the same situation in which he was when he made the contract, (Gow-land v. De Faria, ubi supra) but, counting from the death of Pinckard early in 1814, to the bringing of this suit in May 1819, more than five 3rears, the legal period of limitation to a claim for slave property, elapsed, during which the executor, who certainly lay under no embarrassments, and was suffering no distresses, that could prevent him from seeking relief, remained silent and inactive. Moth v. Atwood, S Ves. 845; Medlicott v. O’Donel, 1 Ball & Beat. 166. Lastly, the chancellor ought not to have decreed the plaintiff his costs; on the contrary, the case of Gowland v. De Faria (following numerous precedents in this respect) shews that the defendant was entitled to have his costs.
    *'Wyndham Robertson, for the appel-lee.
    When the court considers the facts; that the purchaser was deputy sheriff, with process frequently in his hands against the vendor for debt, and that the vendor’s improvident and prodigal habits, by which he had wasted his substance, were notorious throughout the country, it is impossible to doubt that M’Kinnej' was as well and probably better apprised, than any body else, of Pinckard’s character, and of his necessities and distress for money. Neither can it possibly be believed, that M’KinnejT made the purchase, without inquiry as to the quantity and value of the property he bought, and the state of health of the tenant for life. And if he made any inquiry at all, he must have got such information as satisfied him, that Pinckard was making an utter sacrifice of his property for present relief. There is, indeed, no direct evidence that he made such inquiry or acquired such knowledge; but the inference from the circumstances is irresistible, that he must have had full knowledge, and that he wilfully took advantage of Pinckard’s improvidence and distress. There was actual fraud. The consideration paid was not an eighth of the value of the subject upon the lowest estimate: and if this be not, it is hard to imagine what would be, so gross and glaring an inequality of itself to evince fraud, imposition, overreaching, and taking an iniquitous advantage of the situation of another, in a bargain. Add to this, Pinck-ard was a reversioner or a remainder-man, selling his expectancy, and selling it for relief from present distress: andas I understand the cases on the subject, equity regards him in the same light with an heir dealing away his expectancies, and protects him from the effects of his own improvidence, whether any actual fraud can be brought home to the purchaser or not. Peacock v. Evans, 16 Ves. 512; Gowland v. De Faria, cited by Mr. Leigh; Butler v. Haskell, 4 Desaus. Ch. Rep. 651, 687, 8. Then, as to the effect of the executor’s acquiescence to preclude him from relief: 1. the executor did not qualify till the 23d May 1814, and the bill was filed the 21st May 1819, and *the process probably issued before, so that full five years had not elapsed: 2. there was no acquiescence; for both Pinckard in his lifetime, and his executor shortly after his death, insisted that the contract was void, or at least defeasible, and offered to refund the purchase money to M’Kinney: and 3. the property had been in the executor’s hands, ever since Mrs. Fauntleroy’s death ; and, surely, nothing in the nature of a limitation can run against a person in actual possession of the subject. It would even seem that M’Kinney had acquiesced in the claim of Pinckard’s executor.
    
      
      He decided the cause in the court of chancery.
    
    
      
      See Cribbins v. Markwood, 13 Gratt. 502, where the principal case is cited.
    
    
      
      Second American Edition. Philadelphia, 1820.
    
    
      
      Ingraham’s American Edition, Philadelphia, 1820.
    
    
      
      Note. — This court affirmed the chancellor’s decree in omnibus, and that decree gave the plaintiff his costs: as to which.it is presumed, the decree was made, and approved, on the ground, that the contract was annulled for fraud and oppression prac-tised by the defendant. See Peacock v. Evans, Gowland v. De Faria, and Bowes v. Heaps. — Note in Original Edition.
    
   CABELL, J.

The question is, Whether the contract between Pinckard and M’Kinney ought to be set aside by a court of equity?

The evidence proves, incontestibly, the improvidence and prodigality of Pinckard, the embarrassment of his affairs, and his pecuniary distress at the time he entered into this hard bargain ; and that M’Kinney, of all men, had the best opportunity of knowing, and doubtless best knew, his disposition, his habits, and his wants. And the” circumstances of the transaction leave nc room to doubt, that, if M’Kinney was not aware of the exact extent of the advantage he gained, or had not calculated it with all the precision the subject admitted ■of, he could not but have known, that there was a very great and most unconscionable inequality between the value of the property he bought and the consideration he paid for it.

If the sale had been a sale of property in possession, and not of a reversionarj- interest, I will not say that the inadequacy of price, considered apart from all the other circumstances of the case, is or is not so gross as to be ipso facto proof of fraud: but I am clearly of opinion, that if it had been a sale of property in possession, the inadequacy of price taken in connexion with the attendant circumstances, would be proof of an unconscientious and iniquitous advantage, taken by cunning and rapacity over improvidence and ^distress, that must be reprobated by a court of equity. But the case is still stronger, when we consider it as the sale of an expectant interest. It is not necessary, in this case, to decide whether every seller of an expectant interest is to be treated as an expectant heir: on that point, therefore, I give no opinion. But it is very clear, that a very anxious protection is extended by equity, to persons selling expectant interest, although they do not stand in the relation of expectant heirs; and that trivial circumstances, added to the inadequacy of price, will be sufficient to set aside such sales. Wiseman v. Beake, 2 Vern. 121; Cole v. Gibbons, 3 P. Wms. 290; Bowes v. Heaps, 3 Ves. & Beam. 117.

The other judges concurred, and the decree was affirmed.  