hands of her agent. [2] The authority of a real estate broker is only to produce a purchaser who is willing to contract with the seller upon the terms prescribed. Such a broker has no authority to execute any agreement binding either of the parties to the transaction, nor has he the right to accept money offered by the purchaser to conclude the sale. And when the purchaser pays money into the hands of the broker in such a case, the broker holds it as the agent of the purchaser and not the seller, and any misappropriation thereof would necessarily be at the loss of the former and not the latter. (1 Mechem on Agencies, 2d ed., secs. 797, 814.) And authority to do acts other than have been assigned to the broker will not be inferred, even though the seller has used such terms as "for sale" or "to sell" in employing the agent. (Jones v. Howard, 234 Ill. 404 [84 N. E. 1041]; Armstrong v. Lowe, 76 Cal. 616 [18 Pac. 758]; Duffy v. Hobson, 40 Cal. 240 [6 Am. Rep. 617]; Grant v. Ede, 85 Cal. 418 [20 Am. St. Rep. 237, 24 Pac. 890]; Lambert v. Gerner, 142 Cal. 399 [76 Pac. 53].) [3] Applying the settled rule announced by these decisions to the facts in this case, it must at once be concluded that up to the time that the plaintiff signed the contract of sale which was also an escrow agreement, she had not become bound by any act of Elliot or his employees in accepting a deposit on account of the purchase price of her property. Neither did she, by the making of the contract of sale, confirm any such act. She became bound only to the extent and in the manner which that agreement described and as its effect might be limited by the acts of performance then and thereafter made by the vendees. It could not be successfully contended that, upon the signing of the combined contract and escrow agreement, plaintiff would have had the right to demand and receive from Elliot the $1,000 then on deposit. The transaction had not been completed. It was necessary for a deed to be made by the plaintiff and, apparently, that title should be examined before the purchase price was paid. The $1,000 then was held by the escrow-holder for the benefit of, and as the agent of, the purchasers. (On the general subject of the duty of escrow-holders, see 10 R. C. L., p. 636, par. 17.) A prerequisite to the right of the vendees to insist that plaintiff complete the transaction and make a deed in their favor

was that the $1,000 should first be paid to plaintiff or her agent, or be left undisturbed in escrow. The payment of that amount of money or the existence of the deposit was essential to the keeping alive of the agreement to convey. At least, such payment should have been made or tendered. within a reasonable time after the execution of the contract. The escrow-holder embezzled the vendees' money and the vendees never replaced the initial payment in the hands of any holder, nor tendered it to the plaintiff. The plaintiff's acts were such as to announce her repudiation of the agreement, and, under all the facts, would seem to have the effect of putting to an end any obligation on her part to convey the property. Under these conclusions the acts of the defendants in taking possession of the property of the plaintiff were the acts of strangers without right and without justification in law.

The judgment is affirmed.

Shaw, J., and Conrey, P. J., concurred.

A petition for a rehearing of this cause was denied by the district court of appeal on August 1, 1922, and a petition to have the cause heard in the supreme court, after judgment in the district court of appeal, was denied by the supreme court on August 31, 1922.

All the Justices present concurred.

Richards, J., pro tem., and Myers, J., pro tem., were acting.

[Civ. No. 3927. Second Appellate District, Division One.-July 5, 1922.]

GROVER MEYROSE, Respondent, v. PACIFIC ACCEPTANCE CORPORATION (a Corporation), et al., Appellants.

[1] PLACE OF TRIAL-RECOVERY OF POSSESSION OF AUTOMOBILE-CORPORATION AND INDIVIDUAL DEFENDANTS CHANGE TO PRINCIPAL PLACE OF BUSINESS OF CORPORATION-MOTION PROPERLY DENIED.A motion for an order changing the place of trial of an action for the recovery of the possession of an automobile brought against a corporation and two individual defendants to the county in which the corporation has its principal place of business is properly denied in the absence of any showing as to the residence of the individual defendants other than that they are not residents of the county in which the action is brought.

APPEAL from an order of the Superior Court of Kern County refusing to change the place of trial. J. W. Mahon, Judge. Affirmed.

The facts are stated in the opinion of the court.

Brownstone & Goodman, Kaye & Siemon and L. E. Nathan for Appellants.

Merriam, Rinehart & Merriam for Respondent.

JAMES, J.-Plaintiff brought this action to recover possession of an automobile, alleging that defendants wrongfully took the property from his possession on the fourth day of August, 1921, at a place in the county of Kern, and that defendants refused, upon the demand of the plaintiff, to return it to him. There was the usual allegation also that plaintiff was at all times the owner and entitled to the immediate possession of the property. To that complaint a demurrer was filed on behalf of the corporation defendant and defendants Dalton and Russell, which defendants at the same time made written demand for change of place of trial and gave notice of a motion for an order to transfer the cause from the county of Kern to the superior court of the city and county of San Francisco. The motion was based on the files in the case and an affidavit of the secre

tary of the defendant corporation. In denying the motion the court made the following order: "This motion came on regularly for hearing of motion for defendants for change of place of trial of cause from the County of Kern to the City and County of San Francisco and it appearing that the defendant Pacific Acceptance Corporation is a corporation and has its principal place of business in the City and County of San Francisco, and from an affidavit on file herein that defendants Dalton and Russell do not reside in the County of Kern, it nowhere appearing from affidavit or otherwise in what counties said defendants Dalton and Russell do reside or that they reside at all within the State of California, it is therefore ordered that said motion for change of venue be and the same is hereby denied." The defendants herein before named have appealed from the order refusing to change the place of trial.

[1] It was a fact, as recited in the court's order, that the place of residence of the defendants Dalton and Russell was not made to appear. As to these individual defendants the affidavit presented to the court showed only that they were not residents of the county of Kern at the commencement of the action. It did appear by the affidavit that the principal place of business of the corporation defendant was at the city and county of San Francisco. If the matter be considered for the moment as though the corporation had been the only defendant, it is clear enough that the order denying the change of place of trial was proper to be made. The constitution (sec. 16, art. XII) provides that a corporation may be sued "where the obligation or liability arises," or in the county where the principal place of business is situated. By the allegations of the complaint it appeared that the obligation of that defendant arose immediately upon its having taken possession of plaintiff's automobile, which act occurred, as alleged, in the county of Kern. (Trezevant v. Strong Co., 102 Cal. 47 [36 Pac. 395]; Cook v. Ray Mfg. Co., 159 Cal. 694 [115 Pac. 318].) Appellants insist, however, that because of the joinder of the individual defendants who were not residents of the county of Kern, the privilege accorded to the plaintiff by the constitution to bring this action in the county where the obligation arose was taken away, and the cases of Brady v. Times-Mirror Co., 106 Cal. 56 [39 Pac. 209],

Griffin & Skelly Co. v. Magnolia & Healdsburg Fruit Cannery Co., 107 Cal. 378 [40 Pac. 495], and Sourbis v. Rhodes, 50 Cal. App. 98 [194 Pac. 521], are cited as sustaining this proposition. Those decisions upon examination will show that the court determined only that the right of individual defendants, resident in a county other than that in which the action was commenced, to have the place of trial changed to the county of their residence (Code Civ. Proc., sec. 395) could not be affected by the fact that a corporation had been joined with them as party defendant. The individual defendants in this case made no demand upon the court that it should change the place of trial to the residence of either of them. They made no showing as to where they resided beyond that they did not reside within the county of Kern. (Strassburger v. Santa Fe Land Improvement Co., 54 Cal. App. 7 [200 Pac. 1065].) The defendant corporation could not complain of the order because of its effect upon the right of the individual defendants, and the showing made by the latter was insufficient, for the reason stated, to warrant the court in granting the motion for the change.

The order is affirmed.

Conrey, P. J., and Shaw, J., concurred.

[Civ. No. 3912. Second Appellate District, Division One.-July 5, 1922.]

C. G. YARBROUGH, Respondent, v. BARNETT ROSENBURG et al., Appellants.

[1] CONTRACT-MEMORANDUM-PAROL EVIDENCE.-The rule that when a contract has been reduced to writing, parol evidence is not admissible for the purpose of cutting down or adding to its terms, has no application to a memorandum to pay a sum of money for "certain information" signed only by the promisor, where such memorandum shows on its face that it does not purport to represent fully the terms of the agreement.

APPEAL from a judgment of the Superior Court of Los Angeles County. Edwin F. Hahn, Judge. Affirmed.