Opinion of the Court. and just construction of its terms when the conveyance was made to the appellant. The most important question, therefore, that can arise in the case is, whether the appellant was a bona fide purchaser for value, without notice, and as such acquired the legal title to the property. It is no objection that the conveyance in this instance was by quit-claim deed. A deed of that character will as effectually pass the title, and covenants running with the land, as a deed of bargain and sale, if the deed itself contains no words restricting its meaning. Butterfield v. Smith, 11 Ill. 485; Brady v. Spurck, 27 Ill. 478. We do not deem it necessary to consider the question argued by counsel, to what extent a purchaser in good faith, who has only paid a part of the purchase money before notice of prior equities, and who subsequently completes his payments, will be protected; or whether Heald or his grantee, or the holders of the indebtedness secured by the Aiken deed of trust in this instance, could have had any interest in the fund remaining due after notice, instead of the land itself. These questions could only become material in case we should construe the arrangement between Lay, Jr., and the appellant, as an absolute bargain and sale, such as would invest appellant with the equitable title to the estate. We do not think that the transaction will bear the construction sought to be given to it by the counsel for the appellant. Under the most favorable view that can be taken, if the testimony of the appellant shall be regarded as giving a true and accurate statement of the contract between Lay and himselfand there is very little in the record that militates against it -the bargain would not amount to an absolute purchase of the estate, nor would it be sufficient even to give him the equitable title prior to the making of the deed in 1863. It is difficult to realize that Lay, Jr., deliberately planned to perpetrate a fraud upon the parties with whom he was dealing while professing to be doing them a friendly act. If the Opinion of the Court. construction insisted upon is the true one, then we find him, at the very time that he was negotiating with the parties to have the property sold to him for a nominal sum so that it could be improved for their mutual benefit, bargaining with the appellant to make an absolute sale of it to him. We prefer to give a more innocent construction to the conduct of Lay, and one more consistent with upright and fair dealing. The evidence fully warrants us in doing so. It appears that Lay approached the appellant on the subject, as he says, of buying the property, in the month of February prior to the sale under the Aiken deed of trust, in May, 1861. The only thing that was said about the price at that time was, that the appellant asked him what the property was worth, to which Lay replied, about $250 per foot; but the appellant declined to purchase, mainly, as he says, for want of Nothing more occurred between the parties until the 21st day of April, 1861, just as the appellant was leaving Chicago for Cairo to enter the military service of the United States. It will be remembered that Lay is a brother-in-law of the appellant, having married his sister. The appellant was then a young man about twenty-three years of age, and was about to enter the military service. He says that a moment before he was to start with his company, Lay urged him to accept his proposition in regard to this piece of property, and agreed to attend to the erection of a building for him. In answer to a question as to what he said in regard to the proposal, he replied, "Nothing more than to give him an installment accepting it, and I gave him an installment to commence building, and left." This is the substance of the contract between Lay and the appellant, as given by himself. The testimony of Lay was not taken by either party, although he was made a party to the suit, and served in New York with a copy of the bill under the provisions of our statute. It will be observed that there was no price agreed upon that the appellant should pay for the property, or any time or Opinion of the Court. terms of payment. The appellant says that he was in a great hurry and but little passed between them. At that time he gave Lay a draft on London for £250, which amounted in our currency to $1177.66, with which to commence the building. It is not pretended that any portion of this installment was to apply as a payment on the property itself. The appellant remained in the army until July, 1862, but in the meantime made sundry payments to Lay, which were used by him in the erection of the building. The buildings were completed under the direction of Lay, and by him placed under rent. In the beginning he counseled with Heald and Throop as to the character of the buildings and cost of the same, that should be erected, and also in regard to procuring suitable tenants after the completion of the buildings. On the 14th day of April, 1863, Lay executed and delivered to the appellant the quit-claim deed. At that date it is conceded that the appellant had been notified of the existence of the mortgage to Lay, Sen., and that it was a lien upon the premises, and the deed is made expressly subject to the payment, by the appellant, of the debt secured by that mortgage. On the 16th day of the same month, the appellant says that he had a general settlement with Lay and they closed up the bargain to that date. Lay was then about to change his residence to New York, which he did do shortly afterwards. At this settlement it was found that the appellant had paid in money and rents received by Lay, Jr., the sum of $10,322.26. Of that amount $6,658.63 was paid for the erection of the buildings, and perhaps the general care of the property, and the balance was applied, as he says, to the purchase of the property. The appellant states the manner of making the payments for the property and how it was done. He says that at the settlement he had with Lay he found that he had a mortgage on the property belonging to his father, of Batavia, New York, for $10,000; that there had been some back interest that had not been paid on the mortgage, which he took up as part payment, and assumed the $10,000, with interest at Opinion of the Court. pay the rate of ten per centum per annum for the rest of the ments on the property, making the entire amount paid something over $20,000. The appellant paid the interest notes as they severally became due, and also paid the last note, or principal, of $10,500, before the same, in fact, became due. Instead of having the notes cancelled, the appellant had them assigned to him, but without recourse. When the last note was paid, the mortgage was regularly assigned to him by the heirs of George W. Lay, Sen., all of which he now holds. Thus it will be seen that the appellant paid nothing to Lay, Jr., for the title which he claims to have purchased from him. The payments were made exclusively for the expenditures in the erection of the buildings and in discharge of the lien created by the Lay mortgage, the evidences of which he caused to be assigned to himself, and which he still has in his possession. Was this an actual sale and transfer of the property? If so, it lacks the elements usually found in such transactions. What was the agreed price, time and manner of payments? These are matters about which parties, in making a sale, ordinarily contract. If it was a bona fide sale, and intended to be such, what were the terms of the contract as originally made? It was certainly not that the appellant should advance the money with which to erect the buildings and to discharge the indebtedness secured by the Lay mortgage, for he states explicitly that he did not know of the existence of that mortgage at that time, nor for several years afterwards. It was not at the rate of $250 per foot, for it is not pretended that he paid for the property in that way. It is said that the appellant did not have actual notice of the existence of prior equities until in the year 1864, and that previous to that time he had expended a large sum of money in the erection of buildings on the property in the belief that he had purchased the title. Opinion of the Court. We do not think that the evidence will bear this construction. At the date the appellant made the first payment in the draft on London, Lay had not then obtained a title under the trustee's sale. The arrangement, however, had been made that he should have it. It is immaterial whether Lay was his agent to buy the property; it can not be gainsaid, on the theory that the transaction was a purchase; that he was his agent during his absence in the army to erect the buildings. Before anything was expended on the property he must be chargeable with the notice of the facts within the knowledge of his agent making the expenditures for him. It was the duty of the agent to communicate to his principal the knowledge that he had of the prior equities, and the law will presume that he did. Notice to the agent on the premises doing the work must be regarded as notice to the principal who employed him. If the appellant, himself, had been making the improvements, the law would not permit the holders of the equities to stand by and see him expend his money under the belief that he would obtain the title under the deed. It would have been their plain duty to have given him notice of whatever rights they claimed. He was absent, and no personal notice could be given to him. It would have been idle. to have given notice to the agent who was having the work done, for he was, himself, the trustee, and in possession of all the facts. The appellant, therefore, had constructive notice, at least, of the prior equities of the appellees, grantor, and of the parties holding the indebtedness secured by the Aiken deed of trust, before he invested anything in improvements or paid anything on what he terms the purchase money, that is, before he took up any of the interest notes secured by the Lay mortgage, and he can not be considered a bona fide purchaser for value without notice. Indeed, we think the transaction can not be deemed a purchase. The appellant, at sundry times, had intrusted Lay with funds to be by him safely and securely invested at a profitable rate of interest, and the conveyance |