arnot v Biscoe June attorney on sale of a estate not disclose to the buyer a  encumbrance and lead he to suppose the title will be a good one hold liable to  make satisfaction in default of the vendor see the particular circumstance  supplement p though one witness can sustain a suit against a distinct denial  by answer the latter must be precise and positive vide Ves sen the defendant  Biscoe act as a agent for the other defendant Stephens who want money propose  to the plaintiff the sale of a leasehold estate the plaintiff enter into  article for it pay pound in part for which sum he take a bind from Stephens  but before the execution of the conveyance the plaintiff discover that it be  encumber with a mortgage on which there have be a decree of foreclosure in  chancery whereupon he bring a bill against Biscoe for the pound in default of  Stephens charge that Biscoe do not disclose the encumbrance but declare the  title to be in every respect good for which the only witness be the plaintiff  son and it be deny by the answer of Biscoe Lord chancellor there be two  consideration in this case first the general equity upon which the plaintiff  have bring his bill which be not in specie a common equity second the question  of the fact whether there be sufficient evidence against the defendant to  enable the court to make a decree against he upon the principle of equity that  in transact a purchase or bargain wherever the buyer be draw in by  misrepresentation or concealment of a material fact or circumstance so as to  be injure thereby and that do with intention and fraud he be entitle to  satisfaction here vesey senior which be the general principle and be carry to  a particular instance where do by any person who be attorney or agent not only  of the buyer but seller the general rule be true with regard to all person  have interest in the estate and also with regard to the attorney agent or  solicitor of the buyer have a trust and duty with his principal and be liable  to make satisfaction if participant in the transaction as be partly the case  of one Cant who be employ on both side which often happen in purchase although  more frequent in mortgage note in wms where a first mortgagee be witness to a  second mortgagee this shall postpone he though no proof of his knowledge of  the content of the second mortgage but in brown Lord Thurlow disapprove of  this decree as a witness be not privy to the content of the deed atk and if  the attorney or vendor of a estate know of encumbrance thereon treat for his  client in the sale thereof without disclose they to the purchaser or  contractor know he a stranger thereto but represent it so as to induce the  buyer to trust his money upon it a remedy lie against he in a court of equity  to which principle it be necessary for the court to adhere to preserve  integrity and fair deal between man and most transaction be by the  intervention of a attorney or solicitor I distinguish great between this and  not disclose the general circumstance of his client with the knowledge of  which he be trust of which it will be improper to give notice but otherwise  when deal for the purchase of a estate this principle be not to be doubt in  the case of vendor himself or of a person who have interest know of the  transaction or purchase which be the foundation of the decree by Lord Cowper  where a mortgage be make of a estate tail without suffer a recovery the person  who be issue or remainder in tail be clerk to the attorney and ingross the  conveyance without disclose his title though know of it upon a bill for  foreclosure when he insist upon his title the mortgage be make effectual  against he on this circumstance of privity which be hold fraudulent without  any other particular fraud although at the time of the fraud he be a minor  about twenty of such a age as that his contract will not affect he then the  connexion between a attorney and his client can be a strong excuse for he than  the issue or remainder man in tail have in that case it will otherwise be  dangerous if the attorney of vendor shall not disclose such encumbrance which  be not disclose secret or the circumstance of his client but what the  purchaser have a right to know this therefore be a good equity for the  plaintiff against Biscoe in default of the other defendant if it come out so  the next consideration be whether there be sufficient proof to bring this  within such equity vesey senior er p but first some objection must be take  notice of that here the pound be not advance by the plaintiff on the credit or  security of the estate that therefore if the encumbrance be disclose at the  time of the conveyance not of the article it be sufficient which be true in  some degree but in general it be fair and right vesey senior that it shall be  disclose at the time of the article for then the plaintiff may not have  proceed in his purchase but take it to be at the time of the execution of the  article it must be where they be execute entire not where partly at the time  of the article and part of the money then advance for then it be as just that  the plaintiff shall know of the encumbrance as it will be in general at the  execution of the conveyance but it be object further that the plaintiff take a  bind but that be for far security if a mortgage be make of this leasehold  estate a bind will be take so that the take the bind do not differ it as to  the material fact of equity though there be but a single witness for the  plaintiff and that to be take with the connection between father and son it be  evidence here though not by another law but if this single evidence be deny by  the answer there be not sufficient to decree upon and the bill must be dismiss  which be the rule but the answer be not ad idem the charge be positive and the  answer only to belief which be not sufficient to contradict what be positive  swear nor can he be convict of perjury thereon brown atk atk ante post vern on  the fact upon which I doubt I think the evidence not clear enough to make a  decree but will send it to law to be try on two issue first whether Biscoe or  any person concern for he in the purchase give notice to the plaintiff of this  encumbrance or of the decree of foreclosure which have be make in this court r  l second whether at or before the execution of the article and bind or either  of they the plaintiff or any person for he be inform thereof Reg lib a fol