In January, 1867, Bliss caused to be conveyed to Eldridge certain real estate, which was received as a payment of $3,500 upon an existing debt. At the same time, Eldridge received of Bliss an agreement whereby he covenanted to pay all taxes upon the land while Eldridge and his heirs should hold it, and -also covenanted that if, upon the sale of the property, Eldridge should not clear $3,500 and interest, over and above expenses, he would pay enough to make good that amount.
No attempt was made by Eldridge to dispose of the property until the time presently to be referred to. In August, 1868, Eldridge had an offer through Bliss of $3,700, payable one quarter down and the balance in two years, with interest at 7 per cent. He declined this and refused to take less than $3,800, payable one quarter down and the remainder in one, two, and three years, with interest at 10 per cent. This proposal was not accepted.
November 33d, 1868, Eldridge wrote to an agent in East Saginaw, directing him, in case Bliss was good, to sell the property at auction, after reasonable time or notice, and if the property brought less than than $3,500 to enforce the *276difference. But if there was no chance of realizing from Bliss, he said he did not wish to sacrifice the property at auction, but would hold on for private sale. The case finds that the property from August, 1868, had always been worth as much as, or more than $3,700, if sold for one-fourth down and the balance in one, two, and three years, with interest, and that such was the usual way of selling real estate.
The agent, after notifying Bliss, and offering to convey to him or any one whom he might appoint, on payment of the $2,500, with interest and taxes, advertised it on the 12th of December, 1868, for sale on the 19th. On the 16th of December Bliss protested in writing against the sale for less than $2,700, and declared he would not be responsible for any balance if so sold. The sale was afterwards, at his request, adjourned one week, and then the premises were sold for $1,535. The sale was fairly conducted. It is found that every year at that time there is a scarcity of money in that portion of the State.
Bliss is sued for the deficiency, and for some small amounts paid for taxes and expenses of sale.
The Circuit Court gave judgment for the taxes, but not for the deficiency, holding that the sale was not justified by the contract, under the circumstances, and that the covenant to pay taxes was independent of the conditions relating to the sale.
We think the covenant to pay the taxes was a separate covenant, and that its breach could have no effect on the conditions relating to the land and its proceeds. The agreement to refund the deficiency on sale referred only to making up what should be wanting to raise $2,500, and interest, clear of expenses of sale.
The principal question, however, relates to the right of Eldridge to sell when and in the manner he did, and to the liability of Bliss to make up the deficiency.
To determine this it is necessary to look at the contract. *277It appears that the land was conveyed by a third person to Eldridge in absolute payment of $3,500. No right is given or reserved to Bliss to take back the property upon any terms whatever. Eldridge was not compelled to sell it, and would have had a legal right to retain it. But, in order to hold Bliss, he was compelled to make a sale, and, in the absence of any specific terms, he was bound to act reasonably in doing so. He must sell within a reasonable time, and in a reasonable way. The case finds that he made no effort whatever to sell for nearly two years, and that he refused to sell for $3,700, when he had an opportunity to do so, while he did not object to selling for one-fourth down and the rest on credit, but merely objected to the price and the rate of interest, although it was the same that Bliss was bound to make up. He then directs a sale at an unpropitious season of the year, and for cash, but in case Bliss is not responsible he desires to hold on and sell at private sale.
We are very strongly inclined to regard the refusal to sell for $3,700, when it was offered, as estopping Eldridge from making any claim for deficiency under a subsequent sale for a less amount. Without deciding that he had no right to sell, except on the usual terms of part cash and part credit, it is quite evident, and is so found, that he would have done so if the price and rate of interest were satisfactory. The subsequent- proceedings, in the light of his instructions, manifested a disposition to force a sale when he expressly expected and designed to risk a sacrifice which would not result if he waited longer. He had delayed when he could have sold profitably; and when a sale was not expedient, he sacrificed the property for less than two thirds of its value. His position was one which involved relations of a fiduciary nature, and his action was not such as it should have been. But we are relieved from the necessity of determining the precise extent of his powers to sell, because, in any event, he was bound, if he sold at auction for cash, to give reason*278able notice of the sale. And here the law furnishes analogies which should govern such a case. There is no sale of land under any legal process or direction, when less than six weeks notice is required to render the sale valid. The object of this sale was to fix a pecuniary liability, and the sale was without redemption. We have no hesitation in saying that less than the usual legal notice was, in such a case, unreasonable and insufficient, and that by making the sale under these circumstances, the plaintiff precluded himself from setting up any claim against Bliss, and acted in his own wrong. The sale was not made in pursuance of the contract.
The judgment must be affirmed with costs.
The other Justices concurred.