Laux v. Freed (1960)

See, e.g., Vai v. Bank of America National Trust & Savings Assn., 56 Cal.2d 329 , 364 P.2d 247, 253 , 15 Cal.Rptr. 71, 77 (1961); Laux v. Freed, 53 Cal.2d 512 , 348 P.2d 873, 878 , 2 Cal.Rptr. 265, 270 (1960); Nelson v. Abraham, 29 Cal.2d 745 , 177 P.2d 931, 934 (1947); Bastjian v. Bastjian, 215 Cal. 662 , 12 P.2d 627, 630 (1932); Llewellyn v. Levi, 157 Cal. 31 , 106 P. 219, 221 (1909). 3 .

Proc., §§ 1856, 1860; see Wigmore on Evidence (3rd ed.) §§ 2458-2478; ‘The Theory of Legal Interpretation,’ 12 Harv.L.Rev. 417, by Oliver Wendell Holmes (then Chief Justice of Massachusetts.) ’’ (See also concurring opinion in Laux v. Freed, 53 Cal.2d 512, 525-527 [ 2 Cal. Rptr. 265 , 348 P.2d 873 ]; 3 Corbin on Contracts (1960) §§ 536, 542, 542A, 543.) 5 Keadley v. Knox , 133 P. Supp. 36, involved penalty assessments levied against persons who had been officers of a corpora…

It can neither exclude extrinsic evidence relevant to that determination nor invoke such evidence to write a new or different instrument." (Laux v. Freed (1960) 53 Cal.2d 512, 527 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ] (Traynor, J., concurring); see also Corbin, The Interpretation of Words and the Parol Evidence Rule (1965) 50 Cornell L.Q. 161, 164: "[W]hen a judge refuses to consider relevant extrinsic evidence on the ground that the meaning of written words is to him plain and…

It can neither exclude extrinsic evidence relevant to that determination nor invoke such evidence to write a new or different instrument. ’ ’ (Laux v. Freed (1960) 53 Cal.2d 512, 527 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ] (Traynor, J., concurring) ; see also Corbin, The Interpretation of Words and the Parol Evidence Rule (1965) 50 Cornell L.Q. 161, 164: “ [W]hen a judge refuses to consider relevant extrinsic evidence on the ground that the meaning of written words is to him plai…

Co. (1965) 62 Cal.2d 861, 865 [2] [ 44 Cal.Rptr. 767 , 402 P.2d 839 ], and in Coast Bank v. Minderhout (1964) 61 Cal.2d 311, 315 [ 38 Cal.Rptr. 505 , 392 P.2d 265 ], such evidence is “admissible to interpret the instrument, but not to give it a meaning to which it is not reasonably susceptible.” (Italics added.) Or, as stated by the same author, concurring in Laux v. Freed (1960) 53 Cal.2d 512, 527 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ], ‘1 extrinsic evidence is not admissible t…

(Laux v. Freed, 53 Cal.2d 512, 523 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) In the absence of mistake, fraud, or other matter affecting the validity of the instrument, and except where collateral matters are involved, a deed executed in consummation of an agreement between the parties merges all prior negotiations and agreements relating thereto; and, with the exceptions noted, the deed becomes the measure of the rights of the parties.

(Cf. Lynam v. Vorwerk, 13 Cal.App. 507, 509 [ 110 P. 355 ].) The fiduciary relationship of partners extends to the dissolution of the partnership (Page v. Page, 55 Cal.2d 192, 194 [ 10 Cal. Rptr. 643 , 359 P.2d 41 ] ; Laux v. Freed, 53 Cal. 2d 512, 522 [ 348 P.2d 873 ]).

Code, § 1213 [recorded conveyance of real property provides 14 constructive notice to subsequent purchasers].) However, ‘a bona fide purchaser of real property has constructive notice of only those matters that could be located by a diligent title search.’ ” (Vasquez, supra, 52 Cal.App.5th at p. 108.) It is well established that “[t]he operation of a deed cannot be defeated by parol evidence of an intention on the part of the grantor that it should have an effect different f…

A broad grant of a right-of-way easement “‘will ordinarily be construed as creating a general right of way capable of use . . . for all reasonable purposes.” (Laux v. Freed (1960) 53 Cal.2d 512, 525 (Laux); see post, p. 11.) 2. “[A] bona fide purchaser for value who acquires his interest in real property without notice of another's asserted rights in the property takes the property free of such unknown rights.” (Melendrez v. D & I Investment, Inc. (2005) 127 Cal.App.4th 1238…

(BT-I v. Equitable Life *525 Assurance Society (1999) 75 Cal.App.4th 1406, 1410-1411 [ 89 Cal.Rptr.2d 811 ]; Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) The essential element of a joint venture is an undertaking by two or more persons to carry out a single business enterprise jointly for profit.

As our Supreme Court explained in Laux v. Freed (1960) 53 Cal.2d 512, 521 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ], the list of easements in Civil Code section 801 is not exhaustive.

(Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; see also Smith v. Tele-Communication, Inc. (1982) 134 Cal.App.3d 338, 345 [ 184 Cal.Rptr. 571 ] (Smith) [fiduciary has burden of justifying conduct].) A partner’s fiduciary duty extends to the dissolution and liquidation of partnership affairs, as well as to the sale by one partner to another of an interest in the partnership.

(Corp. Code, §§ 15018-15021; Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; Wind v. Herbert (1960) 186 Cal.App.2d 276, 284 [ 8 Cal.Rptr. 817 ]; Jacoby v. Feldman (1978) 81 Cal.App.3d 432, 442 [ 146 Cal.Rptr. 334 ].) It is more than the simple shifting of the burden of proof to facilitate the determination of a particular action.

(See Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; Estate of Witlin (1978) 83 Cal.App.3d 167 , 175 [ 147 Cal.Rptr. 723 ]; Mashon v. Haddock (1961) 190 Cal.App.2d 151, 166 [ 11 Cal.Rptr. 865 ].) Two fiduciary duties are particularly relevant to this appeal: First, each partner of a dissolved partnership has the duty to wind up and complete the business of the dissolved partnership existing prior to its dissolution (unfinished business).

(Corp. Code, § 15021; Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; Dennis v. Gordon (1912) 163 Cal. 427, 433 [ 125 P. 1063 ].) These characteristics—limited investor liability, delegation of authority to management, and fiduciary duty owed by management to investors —are similar to those existing in corporate investment, where it has long been the rule that directors are not liable to stockholders for mistakes made in the exercise of honest bus…

(See Arnold v. Arnold (1902) 137 Cal. 291, 296 [ 70 P. 23 ]; Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal. Rptr. 265 , 348 P.2d 873 ]; 60 Am.Jur.2d, Partnership, § 125, p. 50.) [6] It is arguable that this fact should have become apparent to King on the basis of his own investigation.

(See Arnold v. Arnold (1902) 137 Cal. 291, 296 [ 70 P. 23 ]; Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; 60 Am.Jur.2d, Partnership, § 125, p. 50.) It is arguable that this fact should have become apparent to King on the basis of his own investigation.

(Laux v. Freed (1960) 53 Cal.2d 512, 520-521 [2 Cal.Rptr. 265 , 348 P.2d 873 ].) The parties appear to agree that this did not happen here because of ARCO’s possession of parcel 1 first as lessee and later as owner, 8 but under all the circumstances, defendants’ representations that plaintiff would have continued use of the driveway can, at this point, be viewed as an opinion by one who professes to have superior knowledge that the easement would arise in spite of ARCO (DeZe…

Code, § 1654; Laux v. Freed, 53 Cal.2d 512, 524 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]).

Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 37-41 [ 69 Cal.Rptr. 561 , 442 P.2d 641 , 40 A.L.R.3d 1373 ]; Masterson v. Sine (1968) 68 Cal.2d 222, 224-225 [ 65 Cal.Rptr. 545 , 436 P.2d 561 ]; Roberts v. Reynolds (1963) 212 Cal.App.2d 818, 825 [ 28 Cal.Rptr. 261 ]; and Weaver v. Grunbaum (1939) 31 Cal.App.2d 42, 47-48 [ 87 P.2d 406 ], with Laux v. Freed (1960) 53 Cal.2d 512, 523 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ] (cf. Traynor, J. concurring, pp. 525-527); People ex rel.

(See Laux v. Freed (1960) 53 Cal.2d 512, 523 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; Brant v. California Dairies, Inc. (1935) 4 Cal.2d 128, 134 [ 48 P.2d 13 ]; Joerger v. Pacific Gas & Electric Co. (1929) 207 Cal. 8, 32 [ 276 P. 1017 ]; Ruiz v. Norton (1854) 4 Cal. 355, 358 ; Palos Verdes Corp. v. Housing Authority (1962) 202 Cal.App.2d 827, 836 [ 21 Cal.Rptr. 225 ]; Schmidt v. Macco Construction Co. (1953) 119 Cal.App.2d 717, 730 [ 260 P.2d 230 ]; Eastman v. Piper (1924) 68 Cal…

Code, § 1654; [citations].)” (Laux v. Freed, 53 Cal.2d 512, 524 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) Here, as previously set out, the agreement was drafted by appellant’s attorney.

Code, § 1654; Laux v. Freed, 53 Cal.2d 512, 524 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) The effect and purpose of insurance is to indemnify the insured in case of loss and, ordinarily, such indemnity should be effectuated rather than defeated; to that end, the law makes every rational intendment in order to give full protection to the interest of the insured.

Logan & Associates v. Monogram Precision Industries (1960) 184 Cal. App.2d 12, 16-17 [ 7 Cal. Rptr. 212 ], arbitration award; Ames v. Irvine Co. (1966) 246 Cal. App.2d 832, 839-840 [ 55 Cal. Rptr. 180 ], summary judgment; cf. Laux v. Freed (1960) 53 Cal.2d 512, 523 [ 2 Cal. Rptr. 265 , 348 P.2d 873 ]; Currin v. Currin (1954) 125 Cal. App.2d 644, 653 [ 271 P.2d 61 ]).

Logan & Associates v. Monogram Precision Industries (1960) 184 Cal.App.2d 12, 16-17 [ 7 Cal.Rptr. 212 ], arbitration award; Ames v. Irvine Co. (1966) 246 Cal.App.2d 832, 839-840 [ 55 Cal.Rptr. 180 ], summary judgment; cf. Laux v. Freed (1960) 53 Cal.2d 512, 523 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; Currin v. Currin (1954) 125 Cal.App.2d 644, 653 [ 271 P.2d 61 ]).

Code, § 1654; Laux v. Freed (1960) 53 Cal.2d 512, 524 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]) or as an insurer relying upon it to exclude coverage.

Code, § 1654; Laux v. Freed (1960) 53 Cal.2d 512, 524 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; Taylor v. J.

Whatever may be the proper measure of damages herein, it is apparent that Gould obtained an advantage over respondent when the latter, believing the established practice on the premises was at an end, had sold his share of the business’ good will for the relatively nominal sum of $2,000; the balance of the purchase price representing the value of the physical assets, accounts receivable, etc. As stated in Laux v. Freed, 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ] :…

Code, § 1084 [italics added].) A right of way for road purposes granted in broad terms means “a general right of way capable of use with the dominant tenement for all reasonable purposes.” 2 (Laux v. Freed, 53 Cal.2d 512, 525 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; see also C.

(Laux v. Freed (1960) 53 Cal.2d 512, 522 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) It cannot be used to create an express grant of the right to use the surface, where no such express words exist.

Code § 1654; Laux v. Freed, 53 Cal.2d 512, 524 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ]; Taylor v. J.

No. It is the general rule that “if the language of a deed is plain, certain and unambiguous, neither parol evidence nor surrounding facts and circumstances will be considered to add to, detract from, or vary its terms or to determine the estate conveyed.” (Laux v. Freed, 53 Cal.2d 512, 523 [7] [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) The foregoing rule is not applicable to the facts in the present ease.

Defendants rely upon eases holding as does Laux v. Freed (1960) 53 Cal.2d 512, 523 [ 348 P.2d 873 ], “[I]f the language of a deed is plain, certain and unambiguous, neither parol evidence nor surrounding facts and circumstances will be considered to add to, detract from, or vary its terms or to determine the estate conveyed.” Their contention that the demurrer was improperly overruled is also based on Alameda County Title Ins.

Rev. 145 , 163) : “These sections of the Code of Civil Procedure of California make perfectly clear that no distinction exists between writings which are plain on the face and those which are ambiguous. ...” The Supreme Court in Laux v. Freed, 53 Cal.2d 512, 523 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ], states the conventional or traditional rule against disturbing plain meaning but does so after the court has first discussed thoroughly the extrinsic evidence in the record under w…

It has been held that such phrasing creates “ ‘a general right of way capable of use in connection with the dominant tenement for all reasonable purposes.’ ” (Laux v. Freed, 53 Cal.2d 512, 525 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) City of Pasadena v. California-Michigan etc. Co., 17 Cal.2d 576, 582 [ 110 P.2d 983 , 133 A.L.R. 1186 ], holds such a right to be one of use “limited only by the requirement that it be reasonably necessary and consistent with the purposes for which …

The very case she cites holds that extrinsic evidence can not be so used “if the language of a deed is plain, certain and unambiguous.” (Laux v. Freed, 53 Cal.2d 512, 523 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) Obviously, that is not a holding that extrinsic evidence is unavailable if the language of a deed is ambiguous and uncertain.

Code, §806; see Laux v. Freed (1960) 53 Cal.2d 512, 524-525 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ] ; Whalen v. Ruiz (1953) 40 Cal.2d 294, 302 [ 253 P.2d 457 ] ; Rest., Property, §§471, 482, 483.) ‘‘Grants are to be interpreted in like manner with contracts in general, ...” (Civ.

(Id. at p. 1045; see Laux v. Freed (1960) 53 Cal.2d 512, 525 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ] [similar language, considering whether a private right-of-way over servient tenement may be traversed by individuals intending to hunt commercially on the dominant tenement].) The other authorities cited by Bank of America and the Aragon HOA are similarly unavailing.

(Masterson v. Sine (1968) 68 A.C. 223, 226-227, 65 Cal. Rptr. 545 , 436 P. 2d 561 ; Nofziger v. Holman (1964) 61 Cal. 2d 526, 528 , 39 Cal. Rptr. 384 , 393 P. 2d 696 ; see Laux v. Freed, supra, 53 Cal. 2d 512, 522, 527 , 2 Cal. Rptr. 265 , 348 P. 2d 873 (Traynor, J., concurring); Code Civ.

Code, § 2424) as establishing the general rule that a dissolution of a partnership operates “only with respect to future transactions; as to everything past the partnership continues until all preexisting matters are terminated.” We applied the rule in Cotten to permit service of process upon a former partner in a lawsuit filed against the partnership after dissolution, thereby complementing and thus confirming the continuing responsibility of a partner with respect to trans…

See, e.g., Laux v. Freed, 53 Cal.2d 512 , 2 Cal.Rptr. 265 , 348 P.2d 873 (1960); Sachs v. Toquet, 121 Conn. 60 , 183 A. 22 (1936); Diller v. St.

Id at 402, 149 Cal.Rptr. at 632-33 (citations omitted). 117 *313 This “business judgment” rule seems somewhat at variance with the oft-stated California rule with respect to the fiduciary relationship between partners generally: “[E]ach partner must act in the highest good faith toward the other, and one must not take any advantage over the other by the slightest misrepresentation or concealment.” Skone v. Quanco Farms, 261 Cal.App.2d 237, 241 , 68 Cal.Rptr. 26, 29 (1968) (c…

(Burby, Land Burdens in California, Easements (1930) 4 So.Cal.L.Rev. 115, 133; see also Laux v. Freed, 53 Cal.2d 512, 525 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) No prescriptive use is involved here, and obviously no rights could be derived by the state solely from the legislation described without condemnation.

Proc., § 1856; see Laux v. Freed, 53 Cal.2d 512, 522-523 [ 2 Cal.Rptr. 265 , 348 P.2d 873 ].) Where such evidence is properly received the appellate court will accept or adhere to the interpretation adopted by the trial court where the extrinsic evidence is conflicting and conflicting inferences arise therefrom.

(Id. at p. 1045; see also Laux v. Freed (1960) 53 Cal.2d 512, 515-516 [considering whether a "right of way over a road" may be used by individuals crossing the servient tenement to hunt commercially on the dominant tenement].) As we have explained, the rights of a dominant tenement extend only to the interests expressed in the grant and any necessary incidents.

See Laux v. Freed, 348 P.2d 873, 878 (Cal. 1960); cf. Waite, 131 N.H. at 669 , 560 A.2d at 623 .