Smith, J.,
delivered the opinion of the court.
The plaintiff, W. C. Owens, filed a bill in chancery against his brother, A. J. Owens, defendant, alleging that when his father, H. S. Owens, died intestate on July 20, 1950, he became the owner of a one half interest in his father’s real property subject to the dower interest of his mother, and a one third interest in the personal property of his father, whose estate was worth more than $100,000. The bill further alleged that plaintiff was indebted in the sum of $5,000, which constituted a lien on his share of the real estate, and that to pay this indebtedness he conveyed his interest in the estate to the defendant on July 31, 1950; that while the deed was absolute on its face, it was not intended as such by the parties, but was intended to secure payment of $5,000, an amount defendant had agreed to obligate him[968]*968self as surety for the plaintiff; that the $5,000 had been fully paid and satisfied out of plaintiff’s inheritance, and that he had requested and demanded of the defendant an accounting and settlement of his interest in the estate, but that defendant had refused and declined even though the value of plaintiff’s interest in the estate was in excess of $30,000.
The bill prayed that “an account be taken, and inquiry directed as to the state of the accounts between your complainant and the said A. J. Owens; that if anything be found to be due and payable to the said A. J. Owens upon said accounting, your complainant offers to pay the same; that the defendant, A. J. Owens be compelled to reconvey the said lands and interest in lands to your complainant by sufficient and proper deed of conveyance in fee, and to account to your complainant for the proceeds of the personal properties and effects so received from your complainant; and that your complainant have all such other, further and general relief in the premises as the nature of his case may require, or to equity shall seem meet.”
In his answer the defendant denied the allegations contained in the bill and averred that the deed was executed by the plaintiff for the purpose of transferring his entire interest in the estate for a cash consideration of $5,000, which he paid plaintiff prior to the execution and delivery of the deed.
Upon consideration of the evidence, all of which was taken by depositions, the trial court dismissed the bill and entered final judgment for the defendant, to which judgment we awarded plaintiff this appeal.
In his deposition, plaintiff testified that the $5,000 paid by defendant in satisfaction of plaintiff’s debts was only a partial payment for the property and that defendant promised to settle for the remainder of his interest in the estate as soon as final settlement was made by defendant as administrator. Plaintiff adheres to this position and contends that the consideration of $5,000 received by him, was “so grossly inadequate and unconscionable as to warrant the [969]*969court in seizing upon the confidential relationship of the parties, the oppression of the vendor, the fraud and deceit in the failure of the vendee to disclose the extent and the value of the properties and effects being received by him, and the conditions existing making it certain that the parties did not deal on terms of equality.”
Had the defendant objected in the trial court that plaintiff’s evidence did not conform to the allegations of the bill he could have compelled the plaintiff to allege with more exactness the grounds of his claim. This the defendant did not do, but elected to meet the plaintiff on the evidence introduced; and he stated in his brief: “The sole question at issue is whether the sale by the appellant to the appellee was induced by fraud, either actual or constructive.” Therefore he can not now complain if the evidence in this equitable proceeding shows that the relief prayed should be granted. See Rule 1:8.
When H. S. Owens died intestate on July 20, 1950, he was survived by his wife, Laura Owens, then 75 years old, and two sons, W. C. Owens, plaintiff, then 53 years old, and A. J. Owens, defendant, then 47 years old. At the time of his death he owned two farms in Russell county, one of which was known as the Home Farm containing 107 acres and the other known as the Mountain Farm containing 119 acres.
Three land owners residing in the community testified that the Home Farm was worth $200, $300 and $400 per acre; and the two who were familiar with the Mountain Farm testified that it was worth from $50 to $60 per acre. Unlike most of the evidence in the case, this testimony was not only uncontradicted but counsel for the defendant made no effort to contradict it, merely objecting that such evidence of value was not “material to any issue in this cause, is wholly irrelevant, immaterial and inadmissible.”
On the basis of this uncontradicted evidence we are warranted in accepting $300 per acre as the approximate value of the Home Farm and $55 per acre on the Mountain Farm, [970]*970or $38,645 as the total value of the real property. Thus the plaintiff’s one half interest in the real property was worth $19,322.50, subject to the dower interest of his 75 year old mother.
The total value of the personal property in the hands of the defendant-administrator was approximately $22,000 as shown by his settlement of accounts and by the evidence, which identified certain items not included in the inventory ■of the estate. Hence plaintiff’s one third interest in the personal property amounted to approximately $7,333.33, and his interest in his father’s estate totaled approximately $26,-655.83, subject only to the dower interest of his mother.
The record discloses that shortly after his divorce from his first wife in 1938 or 1939, the plaintiff left the State and remained out of direct communication with his family in Virginia until his father’s death in 1950. Before leaving Virginia he had become heavily indebted and shortly thereafter had been indicted for forging his father’s name to certain negotiable instruments totaling $1,200.
During the plaintiff’s absence from the State the defendant lived either at the home of his parents or close by with his wife, from whom he was divorced some time prior to the death of his father. He worked with his father and for about four years prior to his father’s death exercised exclusive control over his affairs.
On July 25th or 26th, 1950, plaintiff received word of his father’s death and before daybreak on July 28, 1950 he arrived at the home of his parents. The defendant testified concerning what occurred immediately upon plaintiff’s arrival: “Well, sir, he came in and talked to us a while, and he said he was given out and wanted some rest and went up in my room and laid down. He wanted to know if we reckoned we could fix up these indictments and this indebtedness of his and get a clean slate of it. * * * He asked me if I would come to Lebanon and check into it and see what indebtedness was against him and to see the Commonwealth’s Attorney, and also the representative of the Bank, Mr. Joe [971]*971Duff, to see about paying this off, and if they would withdraw the indictments and make him free.”
As a result of this conversation defendant went to Lebanon that day and upon his return reported to the plaintiff that it would take approximately $3,000 to satisfy the outstanding claims against him and that if the allegedly forged notes were paid, the Commonwealth’s Attorney was willing upon payment of costs to move that a
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Smith, J.,
delivered the opinion of the court.
The plaintiff, W. C. Owens, filed a bill in chancery against his brother, A. J. Owens, defendant, alleging that when his father, H. S. Owens, died intestate on July 20, 1950, he became the owner of a one half interest in his father’s real property subject to the dower interest of his mother, and a one third interest in the personal property of his father, whose estate was worth more than $100,000. The bill further alleged that plaintiff was indebted in the sum of $5,000, which constituted a lien on his share of the real estate, and that to pay this indebtedness he conveyed his interest in the estate to the defendant on July 31, 1950; that while the deed was absolute on its face, it was not intended as such by the parties, but was intended to secure payment of $5,000, an amount defendant had agreed to obligate him[968]*968self as surety for the plaintiff; that the $5,000 had been fully paid and satisfied out of plaintiff’s inheritance, and that he had requested and demanded of the defendant an accounting and settlement of his interest in the estate, but that defendant had refused and declined even though the value of plaintiff’s interest in the estate was in excess of $30,000.
The bill prayed that “an account be taken, and inquiry directed as to the state of the accounts between your complainant and the said A. J. Owens; that if anything be found to be due and payable to the said A. J. Owens upon said accounting, your complainant offers to pay the same; that the defendant, A. J. Owens be compelled to reconvey the said lands and interest in lands to your complainant by sufficient and proper deed of conveyance in fee, and to account to your complainant for the proceeds of the personal properties and effects so received from your complainant; and that your complainant have all such other, further and general relief in the premises as the nature of his case may require, or to equity shall seem meet.”
In his answer the defendant denied the allegations contained in the bill and averred that the deed was executed by the plaintiff for the purpose of transferring his entire interest in the estate for a cash consideration of $5,000, which he paid plaintiff prior to the execution and delivery of the deed.
Upon consideration of the evidence, all of which was taken by depositions, the trial court dismissed the bill and entered final judgment for the defendant, to which judgment we awarded plaintiff this appeal.
In his deposition, plaintiff testified that the $5,000 paid by defendant in satisfaction of plaintiff’s debts was only a partial payment for the property and that defendant promised to settle for the remainder of his interest in the estate as soon as final settlement was made by defendant as administrator. Plaintiff adheres to this position and contends that the consideration of $5,000 received by him, was “so grossly inadequate and unconscionable as to warrant the [969]*969court in seizing upon the confidential relationship of the parties, the oppression of the vendor, the fraud and deceit in the failure of the vendee to disclose the extent and the value of the properties and effects being received by him, and the conditions existing making it certain that the parties did not deal on terms of equality.”
Had the defendant objected in the trial court that plaintiff’s evidence did not conform to the allegations of the bill he could have compelled the plaintiff to allege with more exactness the grounds of his claim. This the defendant did not do, but elected to meet the plaintiff on the evidence introduced; and he stated in his brief: “The sole question at issue is whether the sale by the appellant to the appellee was induced by fraud, either actual or constructive.” Therefore he can not now complain if the evidence in this equitable proceeding shows that the relief prayed should be granted. See Rule 1:8.
When H. S. Owens died intestate on July 20, 1950, he was survived by his wife, Laura Owens, then 75 years old, and two sons, W. C. Owens, plaintiff, then 53 years old, and A. J. Owens, defendant, then 47 years old. At the time of his death he owned two farms in Russell county, one of which was known as the Home Farm containing 107 acres and the other known as the Mountain Farm containing 119 acres.
Three land owners residing in the community testified that the Home Farm was worth $200, $300 and $400 per acre; and the two who were familiar with the Mountain Farm testified that it was worth from $50 to $60 per acre. Unlike most of the evidence in the case, this testimony was not only uncontradicted but counsel for the defendant made no effort to contradict it, merely objecting that such evidence of value was not “material to any issue in this cause, is wholly irrelevant, immaterial and inadmissible.”
On the basis of this uncontradicted evidence we are warranted in accepting $300 per acre as the approximate value of the Home Farm and $55 per acre on the Mountain Farm, [970]*970or $38,645 as the total value of the real property. Thus the plaintiff’s one half interest in the real property was worth $19,322.50, subject to the dower interest of his 75 year old mother.
The total value of the personal property in the hands of the defendant-administrator was approximately $22,000 as shown by his settlement of accounts and by the evidence, which identified certain items not included in the inventory ■of the estate. Hence plaintiff’s one third interest in the personal property amounted to approximately $7,333.33, and his interest in his father’s estate totaled approximately $26,-655.83, subject only to the dower interest of his mother.
The record discloses that shortly after his divorce from his first wife in 1938 or 1939, the plaintiff left the State and remained out of direct communication with his family in Virginia until his father’s death in 1950. Before leaving Virginia he had become heavily indebted and shortly thereafter had been indicted for forging his father’s name to certain negotiable instruments totaling $1,200.
During the plaintiff’s absence from the State the defendant lived either at the home of his parents or close by with his wife, from whom he was divorced some time prior to the death of his father. He worked with his father and for about four years prior to his father’s death exercised exclusive control over his affairs.
On July 25th or 26th, 1950, plaintiff received word of his father’s death and before daybreak on July 28, 1950 he arrived at the home of his parents. The defendant testified concerning what occurred immediately upon plaintiff’s arrival: “Well, sir, he came in and talked to us a while, and he said he was given out and wanted some rest and went up in my room and laid down. He wanted to know if we reckoned we could fix up these indictments and this indebtedness of his and get a clean slate of it. * * * He asked me if I would come to Lebanon and check into it and see what indebtedness was against him and to see the Commonwealth’s Attorney, and also the representative of the Bank, Mr. Joe [971]*971Duff, to see about paying this off, and if they would withdraw the indictments and make him free.”
As a result of this conversation defendant went to Lebanon that day and upon his return reported to the plaintiff that it would take approximately $3,000 to satisfy the outstanding claims against him and that if the allegedly forged notes were paid, the Commonwealth’s Attorney was willing upon payment of costs to move that a nolle prosequi be entered. Plaintiff then signed a note for $3,000, endorsed by defendant, which was negotiated at the bank and the proceeds applied to his debts. Thereafter it developed that approximately $2,000 more would be required to pay in full all obligations, including interest and costs. It was after this fact became known that the plaintiff, on July 31, 1950, signed and delivered a deed absolute on its face conveying to the defendant for a consideration of $5,000, all of his right, title and interest in his father’s property. Upon execution of the deed, $2,000 in cash was delivered to an attorney for creditors of plaintiff and the defendant assumed the earlier note of $3,000. All but about $300 of the $2,000 was used to pay the balance of the plaintiff’s obligations. The indictments against him were not dismissed prior to the execution of the deed but the Commonwealth’s Attorney agreed to move that a nolle prosequi be entered upon payment of costs. They were not so disposed of until the following September 15th.
By the time the plaintiff arrived in Virginia on July 28, 1950, his creditors had notified the defendant, who had been appointed administrator of his father’s estate on July 26, 1950, that they were contemplating the institution of suit to enforce their claims against plaintiff’s share of the estate. An attorney testified that his clients were- safe because plaintiff “owned the property and we had already attached it and there was no doubt about our debts, so far as they were concerned.”
Plaintiff having been granted only five days leave from his work in Indiana, left for his home shortly after the deed [972]*972was executed. The parties did not again discuss the subject until after the defendant made his final settlement of the estate, when plaintiff asked defendant to see a copy of the appraisal of the estate. The evidence as to what occurred at that time is in sharp conflict, but it is admitted that plaintiff asked defendant to sign a demand note payable to him in the amount of $14,730, the amount which plaintiff said he and defendant had agreed was the balance due for his share of the estate. The defendant refused to sign the note because, as he testified, the $5,000 was in full and complete payment of the entire interest of the plaintiff in the estate. Thereafter the plaintiff instituted this suit.
The circumstances under which a person conveys property for a small fraction of its value should be carefully examined in all cases, and especially so when, as here, there is a fiduciary relationship between the parties. It is well settled, as recently stated, that: “The personal representative of a decedent holds a position of trust and confidence. He is ‘deemed a trustee, exercising a continuing trust as to legatees and distributees of his decedent’s estate.’ ” Virginia Trust Co. v. Evans, 193 Va. 425, 433, 69 S. E. (2d) 409.
The principles to be applied where the trustee purchases the trust property from the beneficiary are settled by the overwhelming weight of authority. These principles are stated in 3 Pomeroy on Equity Jurisprudence, § 958d, p. 814 (5th ed. 1941), thus:
“A purchase by a trustee from his cestui que trust, even for a fair price and without any undue advantage, or any other transaction between them by which the trustee obtains a benefit, is generally voidable, and will be set aside on behalf of the beneficiary; it is at least prima facie voidable upon the mere facts thus stated.
“There is, however, no imperative rule of equity that a transaction between the parties is necessarily, in every instance, voidable. It is possible for the trustee to overcome the presumption of invalidity. If the trustee can show, by unimpeachable and convincing evidence, that the beneficiary, [973]*973being sui juris, had full information and complete understanding of all the facts concerning the property and the transaction itself, and the person with whom he was dealing, and gave a perfectly free consent, and that the price paid was fair and adequate, and that he made to the beneficiary a perfectly honest and complete disclosure of all the knowledge or information concerning the property possessed by himself, or which he might, with reasonable diligence, have possessed, and that he has obtained no undue or inequitable advantage, and especially if it appears that the beneficiary acted in the transaction upon the independent information and advice of some intelligent third person, competent to give such advice, then the transaction will be sustained by a court of equity.” This language was quoted with approval and applied in Branch v. Buckley, 109 Va. 784, 789, 65 S. E. 652.
“* * *‘Nothing in the law of fiduciary trusts is better settled than that the trustee shall not be allowed to advantage himself in dealings with the trust estate. He shall not be allowed to serve himself under the pretense of serving his cestui que trust. The most usual way in which evasions of this salutary rule are attempted is in purchases of the trust estate by or in the interest of the trustee. * * ” Swineford v. Virginia Trust Co., 154 Va. 751, 759, 152 S. E. 350, 353, quoting from 26 R. C. L., at page 1325.
In Rowland v. Kable, 174 Va. 343, 368, 6 S. E. (2d) 633, Mr. Justice Spratley, speaking for the court, said: “In Waddy v. Grimes, 154 Va. 615, 647, 153 S. E. 807, 817, the majority rule is stated thus: ‘There is .a distinction to be made between transactions occurring directly between a trustee and his cestui que trust, and those transactions in which the trustee deals with himself in respect to the trust estate. The latter class of transactions are voidable by the cestui que trust at his election without giving any reason or alleging any fraud, or any advantage or inadequacy of price. But where the trustee deals directly with the cestui que trust, the transaction is not ipso facto voidable at the election of. [974]*974the cestui que trust; but only prima facie presumed to be invalid, which presumption may be rebutted.’ ”
Courts cannot relieve one of the consequences of a contract merely because it was unwise. “They are not guardians in general to the people at large, but where inadequacy of price is such as to shock their conscience equity is alert to seize upon the slightest circumstance indicative of fraud, either actual or constructive.” Jackson v. Seymour, 193 Va. 735, 741, 71 S. E. (2d) 181, 185, quoting from Planters Nat. Bank v. Heflin Co., 166 Va. 166, 173-4, 184 S. E. 216, 219. See also 8 Michie’s Jur., Executors and Administrators, § 86, p. 200; 16 Michie’s Jur., Rescission, Cancellation and Reformation, § 14, p. 145; 33 C. J. S., Executors and Administrators, § 240, p. 1246; 37 C. J. S., Fraud, § 2(c)(2), p. 213.
For additional Virginia decisions in which the principles applicable to this case have been discussed or applied, see Bresee v. Bradfield, 99 Va. 331, 38 S. E. 196; Bowles v. Bowles, 141 Va. 35, 126 S. E. 49; Broaddus v. Broaddus, 144 Va. 727, 130 S. E. 794. See also, Lile’s Notes on Equity Jurisprudence, p. 137; 21 Am. Jur., Executors and Administrators, § 632, pp. 736, 737; 3 Pomeroy on Equity Jurisprudence, § 956, p. 790 (5th ed. 1941).
The defendant contends that plaintiff made the initial offer to sell and suggested the price of $5,000, that he knew or had the opportunity of knowing the value of the estate, and that he sold with full knowledge of what he was doing. Plaintiff contends, on the other hand, that the deed was made absolute on its face to facilitate settling the estate and that'it was understood that there would be an accounting after the estate was settled. Regardless of whether the plaintiff made the initial offer to sell his interest in the estate for $5,000 or whether there was an understanding that there would be an accounting after the estate was settled, the defendant was administrator of the estate and as such his relationship to the plaintiff was that of trustee to beneficiary. It is true that the real property of an intestate descends to his heirs and does not pass through the hands of an ad[975]*975ministrator, but in view of the superior position held by the defendant under the circumstances of this case, he occupies a fiduciary relationship with respect both to the personalty and the realty. In any event the result is the same.
The transaction, is prima facie presumed invalid, and in order to rebut the presumption, equity casts upon the defendant the burden of proving affirmatively that he made to the plaintiff an honest and complete disclosure of all the information concerning the property possessed by him and that the price paid was fair and adequate and that he obtained no undue or inequitable advantage.
Whatever may be the conflict in the evidence on other points, there is none as to the fact that A. J. Owens, while acting as administrator of his father’s estate, received a conveyance of the entire interest of his brother, an heir and distributee, in both the personal property and the real estate owned by their father for a consideration which was less than the interest of his brother in the personal property alone. As stated above, the evidence clearly shows that the property obtained by defendant was worth more than five times what he paid for it. He admits in his brief that his father at the time of his death owned real property worth $30,000 and personal property worth $11,500. These figures are in no wise substantiated by the evidence, but even if they be accepted as true, the plaintiff’s total interest in the estate would be $18,333.33, subject to the dower interest of his mother. The defendant’s final settlement of the estate shows receipts amounting to $15,435.26 and his own testimony shows that $4,200 worth of cattle was not listed, in addition to several other omitted articles of personal property. It also appears that some of the values used in the appraisal are inaccurate, for instance, 2233 bales of hay which cost $349 to harvest were appraised at only $457.85.
Aside from the gross inadequacy of the consideration the evidence shows that the estate had been, attached for the debts of the plaintiff at the time the deed was executed and it may be reasonably inferred that it was in the interest of [976]*976both the plaintiff and defendant to keep the estate from involvement in law suits, and therefore the contention of the plaintiff that the deed was made to facilitate settlement of the estate is more plausible than the contention of defendant. Furthermore, the defendant had managed his father’s affairs, even signed his checks, for four years prior to his death and had full and complete knowledge of all his property, while the plaintiff had been out of the State for more than ten years. Yet, there is no evidence that the defendant ever made a full and complete disclosure of the value of the estate to the plaintiff, who upon his arrival was primarily interested in paying his debts and seeing “if they would withdraw the indictments and make him free,” as stated by the defendant. For example, defendant testified that plaintiff knew that their father had some government bonds, “but I wouldn’t say whether I told him the exact amount or not.” He was further asked whether the plaintiff made any investigation of the livestock owned by his father and he replied, “Well, I told him. We went on the place and I told him. Of course, I don’t know — the only thing he knew was what I told him, I guess, so far as I know.” In addition, it is undisputed that the plaintiff did not go on the Mountain Farm where the cattle were during the three days plaintiff was in Russell county prior to the execution of the deed.
Although the defendant had full information of the value of the estate and that the plaintiff’s share in the personal property alone was ample to satisfy the pressing obligations of plaintiff, he never disclosed this information to his brother; but instead, kept it to himself and took a deed to the whole inheritance, a transaction presumed invalid, and he has utterly failed to rebut this presumption by showing that he made a full disclosure of all the material facts in his possession; that the price paid was fair and adequate and that he obtained no undue or inequitable advantage of the plaintiff.
For the reasons stated the decree of the trial court is reversed, the deed from W. C. Owens to A. J. Owens set [977]*977.aside and annulled, and the case remanded with directions that A. J. Owens be required to account for W. C. Owens’ interest in the personal property of H. S. Owens’ estate.
Reversed and remanded.
Eggleston, J., concurring.
Hudgins, C.J., Spratley and Whittle, JJ., dissenting.