Robert K. and Dawn E. Lowry - Page 13

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               Dear Bill:                                                             
                    This letter is to review the recent transaction                   
               between Lowry & Wells Investments and the Aids                         
               Association for Lutherans (“AAL”).  AAL was the holder                 
               of a Promissory Note Secured by Deed of Trust on the                   
               Fitch Street Property owned by Lowry & Wells                           
               Investments (“L & W”).  In late 1993 a settlement was                  
               negotiated between AAL and L & W whereby L & W would                   
               convey the property to AAL, together with all leases                   
               and tangible personal property, in return for which AAL                
               would agree to accept such conveyance as a full                        
               settlement of the then outstanding indebtedness.                       
               Through joint instructions to escrow, the parties                      
               agreed that the closing would occur subsequent to                      
               December 31, 1993, and in fact the Deed conveying title                
               to the property was recorded May 27, 1994.                             
          (Mr. Holt is identified in a document stipulated by the parties             
          as “the predecessor accountant”.)                                           
               Petitioners quote sections 1055 and 1056 of the California             
          Civil Code (West 1982) in support of their position that title to           
          the Fitch Property passed on December 9, 1993, when the partners            
          executed the warranty deed:                                                 
               SEC. 1055.  Presumption as to date of delivery                         
                    DATE.  A grant duly executed is presumed to have been             
               delivered at its date.                                                 
               SEC. 1056.  Delivery necessarily absolute                              
                    DELIVERY TO GRANTEE IS NECESSARILY ABSOLUTE.  A                   
               grant cannot be delivered to the grantee conditionally.                
               Delivery to him, or to his agent as such, is                           
               necessarily absolute, and the instrument takes effect                  
               thereupon, discharged of any condition on which the                    
               delivery was made.                                                     

               In quoting the above sections, petitioners overlooked Cal.             
          Civ. Code sec. 1057 (West 1982), which provides:                            





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