the city of Los Angeles through its board of public works. The design of the proceedings was to open Twelfth street in said city for a distance of about three blocks. [1] The judgment which was rendered in favor of plaintiffs determined that the assessments under which sales of plaintffs' properties were threatened to be made, were void by reason of the fact, as found by the trial court, that the description of the proposed assessment district as contained in the ordinance of intention was indefinite and uncertain. Defendants appealed from the judgment, and from an order of the trial court denying their motion for a new trial.

[2] In the course of the description of the boundary lines of the assessment district as contained in the ordinance of intention, after a course had been traced to a point in the westerly line of Grand avenue, the ordinance then proceeded: "Thence easterly in a direct line to the most westerly corner of lot 10 of Feldhauser's Subdivision of blocks 85 and 86, Ord's Survey, as per map recorded in book 5, at page 573, said miscellaneous records of Los Angeles county." The map of Feldhauser's subdivision of blocks 85 and 86, as introduced in evidence, showed that the lots of the subdivision in block 85 were numbered from 1 to 18, and the lots in block 86 were numbered in like manner. It therefore appeared from the map that there were two lots No. 10 in that subdivision and that both were located in an easterly direction from the point on Grand avenue which was referred to in the ordinance. It was shown in evidence by the testimony of a surveyor that a line run due east from the point mentioned on the westerly side of Grand avenue would intersect one of the lots No. 10, but that it would not intersect it at the most westerly corner of said lot, the point of intersection being about 40 feet southeasterly from said westerly corner. [3] In the case of Fratt v. Woodward, 32 Cal. 219, referring to terms of description of boundary lines of real property, it is said: "It is true, as claimed by counsel for appellants, that the word 'easterly' when used alone will be construed to mean due east; but that is a rule of necessity, growing out of the indefiniteness of the term, and has no application where other words are used for the purpose of qualifying its meaning. Where such is the case, instead of meaning 'due east', it means precisely what the qualifying word makes it mean." In this case, as the word "easterly" is qualified by the phrase, “in a direct line to the most westerly corner of lot 10", it must be deemed not to indicate a true easterly course. This is so because a line drawn due east from the point on Grand avenue before mentioned would not intersect the westerly corner of either of the lots 10 in the subdivision described. If it appeared that it would intersect one of such corners and not the other, then it could properly be concluded that the corner which the due-east line did intersect would be the corner intended to be described. It then appears that lines may be drawn in an easterly direction from said point on Grand avenue to the westerly corner of either of the lots numbered 10 in the subdivision referred to. If, as the defendants contend, one of these courses may be adopted with reasonable certainty as to the intention of

the board in describing the district, which course shall it be? It is true that a line drawn to the westerly corner of the lot 10 which lies nearest the point on Grand avenue will more nearly approximate a course due east from said point and be shorter than a line drawn from the same point to a siimlar point in the other lot 10 of the subdivision, and it may be argued that it is more probable that the board intended the boundary to take the course of the shortest line. This reasoning, however, in a proceeding of this kind, which is one in invitum, in which all of the requirements of the law must be strictly complied with, may not be adopted. The description as given in the ordinance of intention, when applied to the map referred to therein, contains a patent ambiguity which may not be removed by resort to parol evidence. (Brandon v. Leddy, 67 Cal. 43; Cadwalader v. Nash, 73 Cal. 43.) A patent ambiguity appearing in the description of the intended assessment district, that description was rendered uncertain and indefinite, and was so correctly determined to be by the trial court. It follows that the assessments contemplated to be made under the proceedings were void and of no effect. The judgment and order are affirmed.

We concur:

CONREY, P. J.

SHAW, J.

JAMES, J.

Crim. No. 319. Second Appellate District. January 2, 1914. In the Matter of the Application of RICHARD WATTS BURNER, a Minor, for a Writ of Habeas Corpus.

[1] JUVENILE COURT ACT-ORDER OF COMMITMENT-PETITIONFAILURE TO STATE STATUTORY FACTS-WANT OF JURISDICTION.-An order of the juvenile court committing a minor into the custody of the probation officer of such court, is without jurisdiction, where the petition for the order fails to state any facts required by the statute to constitute such minor a dependent child.

Application for writ of habeas corpus.

For Petitioner-So Relle & Cruickshank.
For Respondents-Shreve & Shreve.

BY THE COURT.

The petitioner, the father of Richard Watts Burner, applied for this writ on the ground that the respondents, the judge of the superior court of San Diego county, sitting as judge of the juvenile court, and the probation officer of the juvenile court, were detaining said minor child and restraining him of his liberty without any right or authority so to do. [1] The return shows that said child is in the custody of the probation officer by virtue of a commitment issued out of said juvenile court which is based upon a petition praying that said child be taken into custody as a dependent child. No facts such as are required by the statute to constitute said child a dependent child are stated in the petition. The order was made without jurisdiction, and said Richard Watts Burner is hereby ordered to be discharged from the custody of such probation officer.

Civil No. 1267. First Appellate District. January 6, 1914. WARATAH OIL COMPANY (a Corporation), Plaintiff and Respondent, v. REWARD OIL COMPANY (a Corporation), Defendant and Appellant.

[1] ACTION ON CONTRACT-SALE OF OIL LAND-RECOVERY OF BAL ANCE DUE-VALUE OF LAND-CONTRACT PRICE-FINDINGS SUPPORTED BY EVIDENCE.-It is held in this action to recover the balance due under a contract for the purchase and sale of certain oil land, that while a portion of the testimony of one of the witnesses might be construed as sustaining the contention of the defendant that there was such a serious diminution in the value of the land caused by percolating water as rendered the contract unenforceable in equity, the rest of the testimony of such witness, as well as the testimony of all the other witnesses was to the effect that the land in the oil market, from the date of the making of the contract down to the time of trial, covering a period of more than two years, was amply worth the contract price.

[2] ID.-ID.-ID.-VALUE OF LAND CONTRACT PRICE-RIGHT OF RECOVERY UNAFFECTED.-Such right of recovery is not defeated by the fact that the land both at the time the contract was made and at the time the action was commenced was worth the contract price.

[3] ID.-ID.-TEST OF VALUE-MARKET VALUE.-The market value is the proper test of the value of such land in an action for the specific enforcement of the contract.

[4] ID. REFORMATION OF CONTRACT-OMISSION OF DATE-MUTUAL MISTAKE-DUTY OF COURT.-Where the parties to a contract fail to insert its date therein through mutual mistake, the result of inadvertence and "unconscious forgetfulness", the trial court is not only warranted but compelled to decree reformation.

[5] ID. CASE AT BAR-SALE OF CORPORATE PROPERTY-VALIDITY OF DELEGATION OF POWER TO CORPORATE OFFICERS-SUBSEQUENT RATIFICATION. It is held herein that assuming, without deciding, that the resolution of the board of directors of the corporation plaintiff authorizing its president and secretary to enter into a contract for the sale of the land (all of its assets) and bestowing upon them the discretion of fixing the terms and conditions thereof, was a void delegation of power, that nevertheless the contract was subsequently ratified by the corporation.

[6] ID.-AGENCY-ACT OF UNAUTHORIZED AGENT-RATIFICATION BEFORE REPUDIATION.-The act of an unauthorized agent may be ratified before the other party to the contract repudiates it.

[7] ID. CORPORATION LAW-NOTICE OF SPECIAL MEETING-SPECIFICATION OF OBJECT UNNECESSARY.-A notice of a special meeting of a corporation need not specify the object of the meeting.

Appeal from the Superior Court of the City and County of San Francisco James M. Troutt, Judge.

For Appellant-Thomas H. Breeze.

For Respondent-A. L. Weil.

This is an appeal from a judgment in favor of the plaintiff for the sum of $43,200, reforming the contract upon which the recovery was had as prayed for by the plaintiff, and denying the defendant the relief asked in its cross-complaint; and comes here upon a bill of exceptions.

The action is based upon a contract that was made by the parties in November, 1909, for the purchase and sale of certain land in Coalinga, Fresno county, supposed to contain oil. It was agreed that the defendant would purchase the land from the plain

tiff for $1800 per acre; one quarter of the purchase price was to be paid down, and the other three quarters were by the terms of the contract to be paid respectively six, ten and fourteen months from the date thereof.

Defendant paid the first and second installments, but refused to pay the third and fourth, amounting to $43,200. Demand was made for the payment of these installments, and a deed to the property was duly tendered the defendant, but defendant declined to accept the deed or to pay the amount demanded.

The contract was not dated, although the provisions relating to the deferred payments therein provided for assume that it

was.

Under the terms of the contract defendant was entitled to take possession of the property, but never did so.

The complaint is in two counts, one to recover the aforesaid sum of $43,200, and interest; and the other to reform the contract so as to insert the date thereof, which is alleged to have been inadvertently omitted. Defendant, in addition to answering, filed a cross-complaint, by which it sought the return of the money paid by it, upon the ground that there was a total lack of consideration for the making of the contract upon its part, and also that the plaintiff had never been bound by the contract for the reason that its officers who signed it on behalf of the company were not authorized so to do.

Three of defendant's points are based upon the theory that the action is exclusively one for specific performance of the contract. Plaintiff, on the other hand, in answer to these points asserts that it has stated in the complaint the facts of the case, and that while under them the action may be treated as one for specific performance of the contract, nevertheless, as it is only seeking to recover the amount due to it by the terms of the contract, it is a mere action of debt.

If plaintiff is right in this regard, these three points urged by defendant need not be considered. But defendant contends that, it never having taken possession of the property, the action cannot be regarded as one in debt; for to so consider it would, if the plaintiff recovered, permit it to retain possession of the property and to recover also the purchase price. In other words, that the instrumentalities of the law, as distinguished from equity, are powerless to afford complete relief.

This proposition seems not to have been squarely decided in this state; and as the exigencies of this case do not require decision of this point, it will be needless for us to discuss it. Regarding the action, therefore, as one for specific performance, we pass to a consideration of defendant's points. They are:

(1) That the land sold by plaintiff to defendant was wholly ruined by percolating water at the time the contract was made, or that ruin from such cause is impending; that therefore there is either a total lack of consideration, or such a serious diminution in value as will render the contract unenforceable in equity.

(2) The plaintiff proved that, not only at the time the contract was made, but at the time the suit was commenced and also

at the time of the trial, the land was worth the contract price, and that consequently the enforcement of the contract by a court of equity will not benefit the plaintiff, but on the other hand will annoy and harass the defendant-in which event specific performance, being a matter not of right but of discretion, should be denied.

(3) This point is based upon the theory that the plaintiff proved only the market value of the land, and that in cases of undeveloped mines or oil land, the intrinsic value must be shown; that plaintiff did not show it, and therefore it has not proved adequacy of consideration, and cannot be granted the relief sought.

[1] Taking up these points in their order-it is sufficient to say as to the first point that while a portion of the testimony of one of the witnesses might be construed as sustaining the contention of the defendant, it is clear that the rest of his testimony, as well as the testimony of all the other witnesses, is to the effect that the land in the oil market, from the date of the making of the contract down to the time of the trial, covering a period of more that two years, was amply worth the contract price.

[2] In making the second point it would seem that counsel for defendant is inconsistent, for in urging the first point he insists that the land is worthless, or will be in the near future, and that consequently there is such a failure of consideration as will make the contract unenforceable; while in urging this point he is forced to admit that there is testimony in the record tending to show that the land is worth all the defendant agreed to pay for it. However, there is no merit in the position. This is not a case where the defendant could be injured and no benefit be derived by plaintiff; and there is no citation of authority, nor can there be, to sustain the theory that merely because the land may be sold on the market for the contract price, plaintiff will be denied specific enforcement. If there were any force in this attitude there would be no such action as specific performance by the vendor of real property, for if the consideration were adequate there could be no recovery, nor could there be any recovery under the code in case it were inadequate.

[3] As to the third point, it is sufficient to say that the market value was the proper test of value of the land. (San Diego Land Co. v. Neale, 78 Cal. 63; Arcata etc. R. R. Co. v. Murphy, 71 Cal. 122; Jacksonville & S. E. R. R. v. Walsh, 106 Ill. 253; Dupuis v. C. & N. W. Ry., 115 Ill. 97; Little Rock, J. Ry. v. Woofruff, 49 Ark. 381; Low v. R. R. Co. 63 N. H. 558; Searle v. Lackawanna R. R.. 33 Pa. St. 57.) But even if this were not true, and the plaintiff was required, as claimed, to show the intrinsic value, still there would be no merit in defendant's contention, for as a matter of fact there is evidence in the record to support the finding on this theory also.

[4] Through an oversight the parties neglected to date the contract; and the defendant contends that the court committed error in permitting the contract to be reformed on the showing made, by inserting the date on which it was executed. The con