(c.) In California, it is not lawful for the Directors of any mining corporation - including oil mining companies - to sell, lease, mortgage or otherwise dispose of the whole or any part of the mining ground owned or held by such corporation, nor to purchase or obtain in any way, except by location, any additional mining ground, unless same be ratified by the holders of at least two-thirds of the stock then outstanding. Such ratification may be made as indicated in Form No. 19, and attached to the instrument acquiring or disposing of the mining ground.
Sec. 88. Acknowledgment.
(a.) Acknowledgment is the only mode provided by law for authenticating the acts of the parties to a transfer, so as to entitle the instrument of conveyance to record, and to make such conveyance notice to subsequent purchasers and encumbrancers, and to entitle it to be read in evidence without further proof.
(b.) An acknowledgment is made by the party executing a deed or other instrument going before a notary public or other officer authorized to take acknowledgments of real property, and presenting the signed instrument to him, and saying to him: "I desire to acknowledge this instrument; this is my signature," or "I acknowledge this to be my signature."
(c.) The Civil Code of California (Sec. 1185) provides that "The acknowledgment of an instrument must not be taken, unless the officer taking it knows, or has satisfactory evidence, on the oath or affirmation of a credible witness, that the person making such acknowledgment is the individual who is described in and who executed the instrument; or if executed by a corporation, that the person making such acknowledgment is the person who executed it on behalf of such corporation." "The notary is expressly forbidden to take an acknowledgment," says the Supreme Court of California, in commenting on this Section, "unless he knows that the person making the acknowledgment is the person described in the instrument. If he did not know this, it should have been proved by the oath of a credible witness, whose name must be stated. It is not enough that the person be introduced to the notary by a responsible person. To take an acknowledgment upon such introduction, without the oath, is negligence sufficient to render the notary liable in case the certificate turns out to be untrue."
(d.) The officer taking the acknowledgment of an instrument must indorse thereon, or attach thereto, a certificate, signed by the officer, and having his official seal affixed, and certifying that the person making the acknowledgment is the person described in the instrument. The laws of each State prescribe the form of the certificate of acknowledgment to be used, and where the instrument affecting real property situate in one State, is acknowledged in another State, the certificate of acknowledgment should conform to the laws of the State where the property is situate. Moreover, in such case, the party executing the instrument, should obtain from the County Clerk of the County in which the officer taking the acknowledgment is acting, a certificate to the effect that the officer certifying the instrument is authorized so to do, and that his signature is true and genuine, such certificate of the County Clerk to be also attached to the instrument.
(e.) In California, the certificate of acknowledgment of a justice of the peace, when used in any county other than that in which he resides, must be accompanied by a similar certificate of the Clerk of the County in which the justice resides.
(f.) A notary or other officer who is related to the parties or who is interested in the property described in the instrument, is disqualified from taking such acknowledgments. A notary who is a stockholder in a corporation is disqualified from taking the acknowledgments of the officers of the corporation.
(g.) If a purchaser neglects to have his deed properly acknowledged and recorded, he will be liable to have his title divested by a subsequent conveyance to an innocent party, and to the further inconvenience of being compelled to prove the execution of his deed when called upon to put it in evidence.
(h.) Some of the forms of acknowledgment in use in California are given in Forms Nos. 22 to 26. For forms of acknowledgments for all the States, see the "American Notary Manual." (See advertising pages of this book.)
Sec. 89. Delivery.
(a.) A deed takes effect, so as to vest the interest intended to be conveyed, only upon its delivery by the grantor. A deed, duly executed, and in the possession of the grantee, is presumed to have been delivered at its date. Acceptance by the grantee is necessary to complete the delivery. Acceptance will always be presumed if the deed be found in the grantee's possession. The grantor must divest himself of all dominion over the deed. The delivery should be made to the grantee himself or to his agent. The deed should be read, and read correctly, at the time of delivery, if either party requires it. No particular form of delivery is necessary; any act is sufficient which indicates the intention of the grantor to put the deed in the possession of the grantee.
(b.) A deed cannot be delivered to the grantee conditionally. Delivery to him or to his agent is necessarily absolute, and thereupon the instrument takes effect, discharged of any condition on which the delivery was made.
(c.) A deed may be deposited by the grantor with a third person to be delivered on the performance of a condition, such as the payment of a sum of money or the like, and on delivery by the depositary it will take effect. While in the possession of the third person and subject to the condition, such delivery is called an escrow. The depositary is the agent of both the parties to the escrow. Written instructions are delivered to the depositary, specifying the condition and the time within which it is to be performed, and signed by both parties or by one of them. (See Escrows.)
(d.) Where the owner of land desires to convey the same to a grantee, and not have the deed take effect until after his death, he may do so in two ways: (1) by a deed, in which he will reserve to himself a life estate in the premises, and such deed he may deliver directly to the grantee; or (2) he may convey the premises to a certain grantee, by deed, which deed he will place in the custody of a third person, with instructions to pass it on to the grantee named in the deed after the death of the grantor. Such a delivery is irrevocable, and the grantor cannot reach out and take the deed at his pleasure, as, by delivering the deed to the depositary, he constituted the latter a trustee for the grantee, and created in himself a tenancy for life in the premises. Such a delivery will take effect upon the happening of the contingency, and will relate back so as to divest the title of the grantor from, the first delivery, and the depositary has no right to return the deed to the grantor.
Sec. 90. Recordation.
(a.) To entitle an instrument to record, it must be acknowledged and certified, and such instruments, in California, must be recorded in the office of the County Recorder of the county in which the real property affected thereby is situate. Deeds are recorded in one set of books, and mortgages in another.
(b.) An instrument, duly acknowledged and certified, is deemed to be recorded from the time that it is deposited in the recorder's office, with the proper officer, for record. The recorder must indorse on the instrument the amount of his fee for recording it.
(c.) Every conveyance of real property, acknowledged, certified and recorded, as prescribed by law, is, from the time it is filed with the recorder for record, constructive notice of its contents to subsequent purchasers and mortgagees.
(d.) Every conveyance, except a lease for a term not exceeding one year, not placed of record is void as against any subsequent purchaser or mortgagee of the same property, or any part thereof, in good faith and for a valuable consideration, whose conveyance is first duly recorded.
(e.) The object of the recording laws is to impart notice and to prevent fraud. A deed which is neither acknowledged nor recorded, or which is acknowledged but not recorded, is good as between the parties to it. If the grantor of such unrecorded deed should convey the same property to a bona fide purchaser, the latter purchasing in good faith and for a valuable consideration, and such bona fide purchaser should place his deed of record, the holder of the prior unrecorded deed would lose his title. The policy of the law is to cause purchasers to rely upon the records. Anyone who acts with the knowledge of any unrecorded deed or mortgage cannot take advantage of the fact of its not being recorded. A purchaser in good faith is a person who has no knowledge, at the time of his purchase, that his grantor had, before that time, made a conveyance of the same property to another person who holds an unrecorded deed. To entitle such purchaser to protection, he must aver and prove the possession of his grantor, the purchase of the premises, the payment of the purchase money in good faith and without notice, actual or constructive, down to the very moment of payment.
SEC 91 - ANALYSIS OF A DEED, showing the several orderly parts, with examples of the apt words and phrases ordinarily employed in each part, exhibiting to the reader of what the several parts consist, and enabling him to "see them all, lying together, in minute detail, according to some system." It should be borne in mind that all the parts here introduced are rarely, perhaps never, employed in any one deed.