Walters v Morgan

A Case Summary of Walters v Morgan (1861)

Citation: Walters v Morgan (1861) 3 De Gex, Fisher & Jones 718; 45 ER 1056.

  • Jurisdiction: England & Wales
  • Court: High Court of Chancery
  • Judgment Date: 02 November 1861
  • Judge: Lord Chancellor Lord Campbell

Facts of the case (Walters v Morgan)

The Plaintiff, William Walters, previously a master mariner and now a brickmaker, entered into an agreement with the Defendant, Thomas Morgan, a retired draper.

The agreement allowed Walters to dig, search for, and remove stone, sand, minerals, and clay from Morgan’s land in Pembrokeshire for one year, with an option to extend this into a 21-year lease. He would pay a fee per ton of material extracted.

Walters prepared the lease without prior detailed negotiations and persuaded Morgan to sign it, suggesting that any discrepancy in mineral value would be fairly adjusted.

After Morgan discovered the land’s true value, he refused to let Walters mine it.

Walters sued Morgan for breach of contract and sought specific performance to enforce the lease.

Issue that arose

Could specific performance be granted?

Court’s Findings in Walters v Morgan

There was no fiduciary relationship between Walters and Morgan.

The purchaser is not obliged to disclose any facts exclusively within their knowledge that might influence the price, provided there is no misrepresentation or deceit.

Simple reticence does not amount to legal fraud.

However, misleading gestures or words, or any contrivance to hurry the vendor into an agreement without proper information or advice, would be sufficient grounds for the court to refuse specific performance. Walters had misled Morgan by preparing the lease without prior negotiations and inducing him to sign it with promises of fair adjustments, which the court found unacceptable.

Outcome

The bill for specific performance filed by the plaintiff was dismissed. The Court found that the defendant had been induced to sign the agreement without full opportunity to understand or negotiate the terms, which constituted sufficient grounds for denying specific performance.

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