debts attend the person of the creditor and are taxable at his domicile." (San Francisco v. Lux, 64 Cal. 481-483, [2 Pac. 254]; San Francisco v. Mackay, 113 Cal. 398, 399, [45 Pac. 696]; People v. Park, 23 Cal. 139.)

In Mackay v. San Francisco, 128 Cal. 681, [61 Pac. 382], it is said: "The weight of authority is that a debt so due or to become due should be taxed at the place of residence of the creditor or owner, and that the situs of the debt is that of its owner, and that it is not property in the state of the debtor."

A concession has been made under the decisions of this court in the right to modify the application of the maxim, mobilia sequuntur personam, in the matter of certificates of stock in a domestic corporation. It has been held for purposes of the inheritance tax law the situs of stock in a corporation is in the state of the incorporation. (McDou gald v. Low, 164 Cal. 107, 110, [127 Pac. 1027]; Murphy v. Crouse, 135 Cal. 19, [87 Am. St. Rep. 90, 66 Pac. 971]; McDougald v. Lilienthal, 174 Cal. 701, [L. R. A. 1917F, 267, 164 Pac. 387].) A reason for making a distinction between certificates of stock, and ordinary choses in action, is in the fact that the former represent an interest in and derive their value from the tangible assets of the corporation.

Beyond this the California decisions have shown no disposition to limit or modify the common-law rule that the situs of mere choses in action follows the domicile of the owner.

The nearest adjudication of this point as applied to the inheritance tax law we have in California is in the Estate of Hodges, 170 Cal. 492, [L. R. A. 1916A, 837, 150 Pac. 344], where it was held that certain bonds and securities, deposits in bank, and other chattels held in the state of Massachusetts but owned by a resident in California, were subject to an inheritance tax in this state. Discussing the application of the maxim, mobilia sequuntur personam, Mr. Justice Lorigan, writing the opinion, says: "That maxim, universally applied in the jurisdictions of all civilized nations, is that the personal estate of a decedent, wherever it may in fact be located, is, for the purposes of succession and distribution, deemed to have no other locality than the domicile of the decedent. As a general rule, the domicile of the decedent draws to it in contemplation of law all the personal property of the decedent no matter where its actual

situs may be at the time of his death, and the distribution. of it is governed and controlled by the laws of succession existing at the place of the domicile of the decedent. The courts of the various states have had frequent occasion to pass upon the power of a state having jurisdiction through its courts over the estate of a domiciled decedent to impose an inheritance tax upon the personal property of such decedent located outside of the state, and the authorities are uniform in holding that though personal property may be actually located in another state than that of the residence of the decedent at the time of his death, its situs for the purpose of imposing an inheritance tax upon it is in the state which was the domicile of the decedent and where the primary administration of his estate is being had. (Ross on Inheritance Taxation, pp. 221, 229; Blakemore and Bancroft on Inheritance Taxes, secs. 207, 225; Dos Passos on Inheritance Tax Law, 2d ed., sec. 29; Estate of Swift, 137 N. Y. 77, [18 L. R. A. 709, 32 N. E. 1096]; Frothingham v. Shaw, 175 Mass. 59, [78 Am. St. Rep. 475, 55 N. E. 623]; People v. Union Trust Co., 255 Ill. 168, [Ann. Cas. 1913D, 514, 99 N. E. 377]; In re Bullen's Estate, 143 Wis. 512, [139 Am. St. Rep. 1114, 128 N. W. 109]; Mann v. State Treasurer, 74 N. H. 345, [15 L. R. A. (N. S.) 150, 68 Atl. 130]; In re Dingham's Estate, 66 App. Div. 228, [72 N. Y. Supp. 694]; In re Hartman, 70 N. J. Eq. 664, [62 Atl. 560]; State v. Probate Court, 121 Minn. 508, [50 L. R. A. (N. S.) 262, 145 N. W. 390]; Commonwealth v. Williams, 102 Va. 778, [1 Ann. Cas. 434, 47 S. E. 867]; Estate of Bittinger, 129 Pa. St. 338, [18 Atl. 132].)

"All of these cases were decided in favor of the right of the state having control of the primary administration of the estate through the application of the maxim mobilia sequuntur personam; the well-established general rule that the personal property of a decedent wherever situated is governed by the law of the domicile of the owner both as to distribution and the right to succession."

Such application of this rule has been established by a line of decisions antedating the inheritance tax, and as there is nothing in the enactments creating the inheritance tax to limit or change such application of the rule, it must be held under familiar rules of construction that in the use of the term "property in this state," the legislature intended it

to have the same meaning as had already been given to practically the same expression in the laws governing property taxes.

This rule of construction has been in force so long and has been so consistently followed that if it is to be changed or modified it should be by the legislature and not by the courts.

The judgment is reversed.

Wilbur, J., Lennon, J., Lawlor, J., Shurtleff, J., and Angellotti, C. J., concurred.

[L. A. Nos. 6628, 6629, 6630, 6631. In Bank.-October 14, 1921.] FRANK H. SMITH, Jr., et al., Respondents, v. R. B. BLODGET, et al., Appellants.

[1] CONTRACTS-AGREEMENT TO SELL LAND-PRINCIPAL AND AGENTVENDOR AND VENDEE-INTENT.-Whether an agreement permitting a person "to sell" land on certain terms creates the relation of principal and agent or that of vendor and purchaser under a contract of sale depends upon the intention of the parties.

[2] ID.-AMBIGUITY-CONSTRUCTION BY PARTIES.-Where the intention of the parties to a contract is imperfectly expressed and the language employed by them is ambiguous and requires interpretation, it is permissible for the court to take into consideration the construction placed upon the instrument by the various persons concerned.

[3] ID.-ACTION FOR ACCOUNTING-SALE OF LAND UNDER OPTION-FAILURE TO SIGN OPTION.-In an action for an accounting to recover from defendants profits derived from a sale of land effected by them, without the knowledge and consent of plaintiffs, by means of an option given to the plaintiffs by the land owners, the failure of the trustee for the owners to sign the option is of no avail to the defendants, where the sale was consummated by them under the option and its terms were observed and complied with without question by all of the owners of the land.

[4] FRAUD-ACCOUNTING-JURISDICTION-EQUITY.-An action for an accounting lies within the jurisdiction of equity, among other instances, in cases of fraud as well as where there is a fiduciary relation between the parties and the facts are peculiarly within the knowledge of one; and having once taken jurisdiction, the court

will grant further relief demanded by the situation and necessary to complete justice.

[5] ID.

CONSPIRACY-LIABILITY OF SEVERAL PARTIES. If through fraud and conspiracy other defendants assisted one of the defendants in violating his obligation to his principal by effecting a sale of land under an option given to plaintiffs, without plaintiffs' knowledge, and in retaining the proceeds, they, as well as the other defendant, are equally liable for all the consequences of the conspiracy, regardless of the extent of their participation or the share of the profits obtained by them.

[6] ID. VIOLATION OF FIDUCIARY OBLIGATION-LIABILITY OF PARTIES ASSISTING ACCOUNTING JUDGMENT.-Where, after the violation of a fiduciary obligation, an accounting is had and an amount found to be due from the agent or trustee, judgment for the same amount may also be rendered against those proven to have fraudulently aided in the attempt of the fiduciary to obtain secret profits, although they themselves are not fiduciaries and received no share of the profits.

[7] ID. CONFLICTING EVIDENCE-FINDINGS.-Where, although the trial court might have drawn the inference from the evidence before it that one of the defendants in such case did not act in conjunction with the other defendants in the matter, the conclusion reached was that said defendant was implicated in the conspiracy and the evidence was conflicting, and it was possible to draw conflicting inferences from that part of the evidence which was not itself conflicting, the conclusion cannot be disturbed on appeal.

APPEAL from a judgment of the Superior Court of Los Angeles County. Lewis R. Works, Judge. Affirmed. The facts are stated in the opinion of the court.

Charles J. Kelly, D. A. Stuart, Blodget & Blodget, N. P. Moerdyke, John C. Stick, Rosecrans & Emme and E. F. Crawford for Appellants.

Fred N. Arnoldy for Respondents.

LENNON, J.-From the following facts the present litigation arose: Plaintiffs were the owners of certain land in Kern County, California, and desired to dispose of the same. In June, 1918, plaintiff Frank H. Smith, Sr., held a conversation with defendants R. B. Blodget and T. E. Commins, dealers in real estate, wherein defendant Blodget stated that the Associated Oil Company was interested in purchasing

a thousand contiguous acres in said county at $150 an acre and that plaintiffs' land was in the contemplated area. The necessity of securing united action on the part of the several owners of the land in the tract under consideration was discussed and plaintiff Smith, Sr., stated that his son, Frank H. Smith, Jr., could obtain a written option on 160 acres thereof which was owned by several persons jointly, to wit, C. H. Plummer, Emelie H. Smith, and certain others represented by Leslie S. Smith as trustee. The subsequent dealings concerning this particular parcel of land, called the "Plummer quarter section," gave rise to the present controversy. Pursuant to the above conversation, Smith, Jr., obtained a written instrument reading:

"Los Angeles, July 15th, 1918. "This agreement witnesseth that we herewith give to Frank H. Smith, Jr., an option on our land S.W. 14 Section 18, T 11N, R 22W, S.B.M., to handle & sell for us at a net price to us of $100.00 per acre. This option good for 60 days from date except that it may be revocable by a 10days notice to him or to his last P. O. address.

"C. H. PLUMMER.
"EMELIE H. SMITH."

This authorization plaintiffs immediately entrusted to defendant Blodget, under an agreement that Blodget should act as their agent in finding a purchaser for the said land. at $150 per acre, in which event Blodget was to receive a commission of two thousand dollars. Later, on August 10, 1918, plaintiffs agreed that Blodget's commission should be raised to two thousand five hundred dollars. In the meantime defendant Blodget had discussed the proposed sale with defendants Potter and Fickeissen, each of whom owned a quarter-section in the thousand acre tract. After learning of the contemplated deal, defendant Potter engaged Smith, Jr., in a conversation and discovered that he was about to leave town on a thirty-day vacation. Shortly thereafter defendant Potter succeeded in inducing the owners of the Plummer quarter-section to give plaintiffs a ten-days' notice of the cancellation of their option, to take effect on August 27th, and to give defendant Potter an option on the same property commencing on the day on which the plaintiffs' option expired. Smith, Sr., who was not on friendly terms