elapsed. In connection with the question of laches it is a fair subject of inquiry, under the facts of this case, whether the conduct of the appellant does not show acquiescence, if not confirmation, on her part.

Where bills are filed to set aside contracts or deeds between parties standing in a confidential relation to each other, the defense of laches is not usually regarded with favor. It has been said that "length of time weighs less in such a case than in any other," and that it is "extremely difficult for a confi. dential agent to set up an available defense grounded on the laches of his employer": Wood v. Downes, 18 Ves. Jr. 130, note 1. But even in cases where it has been held, that such contracts and sales, without reference to their fairness or honesty, will be set aside upon the application of the party in interest, it has at the same time been held, that such application 534 must be made within a reasonable time to be judged of by the court under all the circumstances of the case: Hawley v. Cramer, 4 Cow. 717; Smith v. Thompson, 7 B. Mon. 310; Fox v. Mackreath, 1 Lead. Cas. Eq., pt. 1; White and Tudor, 4th Am. ed., p. 188, sec. 115 and page 257; McCormack v. Malin, 5 Black f. 509; Williams v. Reed, 3 Mason, 405. What is a reasonable time cannot well be defined, but must be left, in large measure, to the determination of the court in view of the facts presented. Equity does not always follow the period of limitation fixed by statute and enforced in courts of law. Parties will be required to assert their rights within a shorter time in states where the values of real estate increase rapidly, and greater temptations are thereby afforded for speculative litigation: Burr v. Borden, 61 Ill. 389. But the party, who is entitled to set the transaction aside, cannot be charged with delay, or with acquiescence, or confirmation, unless there has been full knowledge of all the facts, and perfect freedom of action. Acts which might appear to be acts of acquiescence will not be held to be such, if the client or cestui que trust is ignorant of the circumstances, or under the control of the original influence, or otherwise so situated as not to be free to enforce his rights: Rogers v. Marshall, 3 McCrary, 76; Hawley, v. Cramer, 4 Cow. 717. Confirmation may be evidenced by long acquiescence, "as by standing by and allowing the purchaser to lay out money in the firm belief that his title would not be contested": Pearson v. Benson, 28 Beav. 598.

Let us see how the appellant stood relative to the two objections, heretofore pointed out, on January 17, 1884, and for

nearly seven years thereafter. She must be held to have known that the property which she conveyed to appellee was worth more than his services. She alleges in her bill in this case, that she agreed to pay him $400, and, while that allegation is not sustained by the proof, she must be held to be bound by it. In her testimony, after stating that appellee 535 introduced the subject of his fees after Pratt's arrest, she says: "I asked him . . . . what would be his fees for attending to all my business and making everything perfectly clear and straight for me. . . . . He said there was a great deal of work about the case and would probably be a great deal more, and he would have to have $400." She swears that she thus knew the value of his services as fixed by himself. On January 17, 1884, with knowledge, according to her own evidence, that his services were estimated by himself to be worth only $400, she conveyed to him one-half of property which she had sworn to be worth $3,000 in March, 1882, and which was of greater value in 1884.

With admitted knowledge as to the disparity between the value of the land and the value of the services, she permitted the appellee to deal with the west half of the land as his own, and recognized him as the owner thereof, for six years and eleven months, without giving any intimation that she intended to disturb his title. In December, 1884, he paid off one-half of the encumbrance held by Eimers, and she not only permitted him thus to spend his own money on the property, but furnished him with the money to pay off the other half of the encumbrance for herself. From June 30, 1884, down to the time of filing the present bill, she paid taxes on the east half of the property, and suffered him to pay taxes on the west half, sometimes taking the money over to the treasurer's office for him, and paying his taxes for him on the west half. A little more than a month before filing the bill she paid $83.35 for an outstanding tax title against the east half, and he at the same time with her consent paid the same amount for a tax deed to himself of the same outstanding title against the west half. In 1888 and 1889 she made efforts not only to sell her own lots in the east half, but also to sell for him the lots in the west half which she had conveyed to him. She went out to the property in 1885, and employed a man to plant trees for her on the east half, telling him that appellee owned 536 the west half. In 1886 she had some negotiations with one Whittemore about selling one of

her lots in the east half to him, and spoke of Johnson as the owner of the west half by deed from herself for services. At another time she was present when appellee offered to sell his lots in the west half for $75 a lot, and talked to the same party about buying her own lots in the east half. In 1887 she occupied a part of the office of a real estate agent named Hopson, and proposed to him that he should sell her lots, referring to appellee as the owner of the adjoining lots, and as being willing to sell them.

The evidence shows that between January, 1884, and December, 1890, a belt line railroad was built to the west of these lots, and the Wisconsin Railroad Company laid its tracks in the neighborhood, and certain locomotive works were located in that vicinity. On account of these improvements the lots, which had been bought for $600 in 1879, had become worth $16,000 in 1890.

It appears from the evidence that the defendant went into the office of the appellee as a typewriter in 1883, and did the business of a typewriter for several years. The appellee and two other attorneys had each a private room, and a large reception or waiting room. The appellant was permitted to use a typewriter belonging to appellee, occupying the receptionroom for that purpose. She was allowed the use of the room and of the typewriter without charge, and, in consideration. thereof, she did for appellee such typewriting as he required. We cannot see that the appellee owed her anything for work done under this arrangement. While she was in his office she seems to have done a profitable business as a typewriter for outside parties. When she procured a typewriter of her own and took another office in the same building, he paid her for the services which she rendered.

Upon the grounds of laches and acquiescence we think that the court below properly dismissed the bill.

The decree of the superior court of Cook county is affirmed.

In the case of Story ▼. Hull, 143 Ill. 506, it appeared that C. J. Hull died February 12, 1889, possessed of a valuable estate, both real and personal, leaving as his surviving heirs at law six nephews, two nieces, the daughter of a deceased niece, and five children of a deceased nephew, five of sucb heirs being minors, and these heirs at law were the appellees in the present case. Hull by his last will bequeathed the whole of his estate to one Helen Culver, his cousin, therein designating her as executrix. At the time of the admission of the will to probate the adult appellees elected to contest the will, and secured the services of A. C. Story, the appellant, as their attor ney. For about two months thereafter Story devoted a considerable portion

of his time to the matters connected with the estate, examining authorities and performing various other services. In the mean time several offers of compromise were made, and at last an offer of $212,500 was accepted by the heirs in full settlement, but several of such heirs being minors, chancery proceedings were instituted in order to render the compromise effective. Upon the termination of these proceedings, Story by leave of court filed an intervening petition, based on a claim that he entered into an agreement with such heirs, whereby they agreed that he was to receive "an heir's share,” or "one-tenth" of whatever might be recovered as the price of his legal serv. ices; that under such agreement he is entitled to $21,250, and that the agreement operates as an equitable assignment of such sum. The heirs denied entering into any such agreement, and alleged that they only agreed to pay appellant a reasonable compensation for his services. The court below found the facts in favor of the contention of the heirs, and rendered a decree dismissing the intervening petition on the ground that a court of equity had no jurisdiction. The plaintiff appealed, and the supreme court in passing upon the questions presented and affirming the judgment of the lower court, said:

"The evidence seems to show that it was the understanding of the parties that the reasonable compensation to appellant, except such reasonable advances as might be made pending litigation, should be paid out of the proceeds of the proposed litigation. It is urged by appellant that it is not essential that a specific sum or fixed proportion of the proceeds should be agreed upon in order to constitute a valid equitable assignment, but that it is sufficient for that purpose if, by the agreement, the reasonable compensation did not depend upon the mere personal responsibility of the heirs, but was to come out of the proceeds. An equitable assignment is such an assignment as gives the assignee a title which, though not cognizable at law, equity will recognize and protect: Abbott's Law Dict.; 6 Am. & Eng. Ency. of Law, 656. It is not perceived how there can be an appropriation of a part of a fund, and a transfer of title thereto, when there is no ascertainment of the part or proportion in respect to which the agreement is to operate as an appropriation and transfer, in equity, of title. It would seem that such a supposed assignment would necessarily be void for uncertainty, for there must be an actual appropriation of the fund, or of some designated part, proportion, or per cent of it. Appellant wholly ignores the distinction, which is clearly pointed out in Wyman v. Snyder, 112 Ill. 99, and also in Trist v. Child, 21 Wall. 441, between an actual assignment of a part of a debt or claim or fund, and a mere promise or agreement to pay a part of such debt or claim when collected or recovered, or pay out of such fund. Here the agreement that the compensation of appellant should come out of the proceeds of the proposed litigation was simply a promise by the heirs that they would pay such compensation out of such proceeds, and depended for its performance upon the mere personal responsibility of such heirs.

"Some of the authorities which appellant cites in connection with the particular claim now under consideration, we do not consider here applicable. They might be in point if the $212,500 was a fund which was in charge of the chancery court, and which said court was administering upon. But such was not here the case. Here the minor heirs were unable to bind themselves by the compromise that had been made, and in the principal suit the chancery court merely approved of the compromise, and made provision for carrying the same into effect by the payment of the $212,500 to the heirs and the guardians of such of them as were minors, and the execution of

necessary and proper receipts, releases, and discharges. The $21,250 was brought into court merely by agreement of parties, and with the express stipulation, made in open court and entered of record, 'that all legal and equitable rights, as between the complainants and the said Story, including the right to question the jurisdiction of the court, are reserved for future determination, with a reservation to the complainants, severally and respectively, and to said Story, of all legal and equitable rights to the same, in all respects as if a deposit in court of moneys had not been provided for as aforesaid.'

"The case, then, stands upon this footing: Appellees promised to pay ap pellant a reasonable compensation for his services, and promised to pay it out of the proceeds of the contemplated litigation. The question, What is a reasonable compensation? is purely a question of fact, upon which appellees have a constitutional right to take the verdict of a jury; and the only remedy is an action at law for a breach of the promise to pay: Wright v. Ellison, 1 Wall. 16; Trist v. Child, 21 Wall. 441.

"It is, perhaps, hardly necessary to add that in this state, and in the ab. Bence of an express contract out of which an equitable assignment arises, an attorney at law has no lien for his compensation upon the judgment or decree rendered in a suit prosecuted by him, or upon the real estate, moneys, funds, or other property recovered by means of his exertions and labors: Humphrey v. Browning, 46 Ill. 476; 95 Am. Dec. 446; Forsythe v. Beveridge, 52 Ill. 268; 4 Am. Rep. 612; La Framboise v. Grow, 56 Ill. 197; Nichols v. Pool, 89 Ill. 491."

ATTORNEY AND CLIENT-TRANSACTIONS BETWEEN, HOW REGARDED.An attorney is required to exercise the utmost good faith in his dealings with his client, and he cannot retain an advantage over his client which his position enabled him to acquire: Taylor v. Barker, 30 S. C. 238; Cooper v. Lee, 75 Tex. 114; Powell v. Willamette Valley R. R. Co., 15 Or. 393; Darlington's Estate, 147 Pa. St. 624; 30 Am. St. Rep. 776, and note with the cases col lected.

ATTORNEY AND CLIENT.-TRANSACTIONS BETWEEN, BURDEN OF PROOF AS TO FAIRNESS: See the note to Darlington's Estate, 30 Am. St. Rep. 785. In dealings between an attorney and his client, the burden of proving their fairness is upon the attorney: Morrison v. Smith, 130 Ill. 304; Felton v. Le Breton, 92 Cal. 457; Bingham v. Salene, 15 Or. 208; 3 Am. St. Rep. 152; Kisling v. Shaw, 33 Cal. 425; 91 Am. Dec. 645, and note; Miles v. Ervin, 1 McCord Ch. 524; 16 Am. Dec. 623.

ATTORNEY AND CLIENT.AN AGREEMENT FOR A LARGER COMPENSATION than that originally agreed upon is invalid: Lecatt v. Sallee, 3 Port. 115; 29 Am. Dec. 249.

ATTORNEY AND CLIENT.CONTRACTS BETWEEN entered into before the relation existed, but not made obligatory until after the establishment of such relation, will be sustained if they are fair and the consideration ample: Bingham v. Salene, 15 Or. 208; 3 Am. St. Rep. 152.

ATTORNEY AND CLIENT-PURCHASE BY ATTORNEY OF SUBJECT MATTER OF LITIGATION.-The law will not permit an attorney to take advantage of his relations with his client to make a contract in reference to the property in litigation to the latter's disadvantage: Miles v. Ervin, 1 McCord's Ch. 524; 16 Am. Dec. 623; Burnham v. Heselton, 82 Me. 495; Cunningham v. Jones, 37 Kan. 477; 1 Am. St. Rep. 257, and note; Henry v. Raiman, 25 Pa. St. 354; 64 Am. Dec. 703, and note.