Held that "although the plaintiffs were not present at the time of the acceptance of Johnston’s proposition, and the sale of the property, yet they are presumed to have knowledge thereof, and of the payment of the debt, and of the improvement of the mill, as they had ample opportunity of acquiring such knowledge: the law being, that a person is presumed to know what by reasonable diligence he could have ascertained. 7 Blackford, 829.
B was also held, that .proof of a mere legal right is insufficient to maintain this action, which is based upon certain equities alleged in the complaint. The two are separable. Hey may or may not unite in the same person. To induce the action of a chancellor, the equitable *209right must be established. For upwards o£ tew years, the plaintiffs treated their stock and the mE as abandoned, and yielded up to the defendants; and the corporation as haring m emt-mw—acquiescing in their claim. Such a course of action of fee plaintiffs, would be & fraud upon the defendants if they were permitted, after a lapse of so much time and the expenditure of money in refitting the mE and the payment of the corporation debts, to assert their claim in a court s£ Chancery. To say the least of it, it destroys their equity for a recovery.
The law is well settled, that where a man suffers another to expend money upon land under an erroneous opinion of title, without making known his claim, he shall not afterwards be permitted to assert it. It is a kind of equitable estoppel. 12 Mo. R., 339 ; 4 John. Ch. R., 91.
A fulfilment of the contract on the part of the defendants, creates an equity in their favor which should control the conscience of a Chancellor. Such a contract, uncontaminated with fraud, and a submission thereto by the party realizing its benefits, ought not to be disturbed in a court of equity; but the parties should be left to whatever remedy they may have in a court of law.
An account therefore, should not he decreed, and the bil should be dismissed.