CITY OF MANHATTAN BEACH, Petitioner, v. THE SUPERIOR COURT OF LOS ANGELES COUNTY, Respondent; JOHN P. FARQUHAR et al., Real Parties in Interest; ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, Petitioner, v. THE SUPERIOR COURT OF LOS ANGELES COUNTY, Respondent; JOHN P. FARQUHAR et al., Real Parties in Interest, 13 Cal. 4th 232

Opinion ARABIAN, J. Although the era is long past when railroads dominated the landscape as well as the direction of this country’s industrial, social, and political fortunes, their presence continues in legal struggles over control and ownership of property previously devoted to rail service. Typically, as in this case, the dispute concerns whether the railroad company acquired only an easement in the land over which its tracks once ran or a fee simple interest it can rightfully convey to others for nonrailroad uses.

Determining the nature of its tenure requires, in the first instance, careful examination of the language in the original conveyance. If the intent of the parties is clear, that will control. If not, extrinsic evidence may be considered to the extent it informs that intent. Here, the terms of the deed in question are too ambiguous to conclude with certainty whether the grantor and grantee, predecessors in interest of those now before this court, intended the railroad company take the property in fee simple or acquire only an easement.

Resorting to extrinsic evidence of the grantor’s conduct subsequent to the conveyance, we find sufficient indicia that in deeding the property it meant to dispose of its entire interest. Accordingly, the Atchison, Topeka and Santa Fe Railway Company had full legal title to convey to the City of Manhattan Beach, which thus has no obligation to compensate the real parties in interest through eminent domain proceedings, condemnation, or otherwise. I This action seeking to quiet title, and for inverse condemnation, ejectment, and damages, commenced almost a decade ago.

The predicate facts, however, date back more than a century to 1887 when the Redondo Land Company (the RLC) acquired from Charles Silent approximately 4,500 acres of southern California property situated primarily in what is now the City of Manhattan Beach (the City). To finance the sale, Silent took back a substantial note secured by a mortgage.

Shortly thereafter, in 1888, the RLC, predecessor in interest to all but two real parties in interest (the heirs), conveyed a portion of the property to the Redondo Beach Railway Company (the railway), predecessor in interest to the Atchison, Topeka and Santa Fe Railway Company (Santa Fe). The current controversy concerns the nature of the interest passed by that conveyance.

The deed memorializing the transaction between the parties provided in part that the RLC and Charles Silent “for and in consideration of the sum of one dollar” “remise[d], release[d] and quit-claim [ed]” to the railway “the right of way for the construction, maintenance and operation of a Steam Railroad, upon[,] over and along the following tract and parcel of land, . . . and described as follows, to wit, Being a strip of land of the uniform width of 100 feet, 50 feet thereof being on each side of and parallel to the center line of location of The Redondo Division of the California Central Railway, over and through the lands of grantors . . . .” The document then set forth a detailed metes and bounds description of a several-mile course meandering through what would become Manhattan Beach and portions of Hermosa Beach.

The total acreage constituted “an area of 32.46 acres of land, more or less.” The grantors reserved and excepted “a space of 200 feet in length lying next adjacent to and midway between the ends of the side track now constructed upon said right of way and extending to the next adjacent boundary line of said right of way for the full length of said 200 feet.” Certain conditions attached to “this grant”: “that the side track now constructed upon said right of way shall be maintained and shall be used as a station to receive and discharge freight; that such convenient crossings, not less than four shall be made and maintained with sufficient cattle guards at such point on said right of way as may be necessary for the full use and enjoyment of the lands adjoining said right of way, and so as to give access to and from the lands on either side thereof; that such culverts shall be constructed and maintained as may be necessary for the free passage of water across the same, and so located that the lands adjacent to said right of way will not be flooded on account of the roadbed of said railroad forming an embankment. . . .” Noncompliance with any of these conditions would result in a reversion to the grantors and their successors in interest.

The deed concluded with a habendum clause: “To have and to hold all and singular the rights aforesaid unto [the railway] and its assigns and successors forever, subject however to and upon the terms and conditions aforesaid.” Both the president of the RLC and Charles Silent signed as grantors. During the course of its existence over the next 15 years, the RLC entered into various transactions for the sale, option for sale, or partition of its remaining property, which will be discussed in greater detail as they become relevant.

In 1897, the RLC, the railway, and one Parvin Wright, who held an option on 463 acres, signed an unrecorded indenture abrogating the reversionary conditions in the original deed as long as the railway maintained a station at Potencia, between Los Angeles and Redondo Beach. Unlike the earlier conditions, maintenance of the station did not include a reverter provision. In 1896, the stockholders initiated partition and distribution of property and other interests of the corporation.

To effectuate the process, the RLC conveyed the remainder of its holdings to a trustee, who in turn distributed the land to the stockholders through deeds identifying each parcel by lot number. In 1901, the RLC also instituted a quiet title action to resolve issues of title concerning Parvin Wright’s option and claims by heirs of former Spanish and Mexican grantees. By 1903, the RLC had concluded its business and formalized its corporate dissolution through judicial proceedings.

The resulting order reflected a finding that “all of the property of said corporation has been disposed of.” The railway and its successors, the last of which was Santa Fe, continued operations until 1982, when all rail activity ceased. Santa Fe leased the property to the City in that year and eventually sold it in 1986. The strip now functions as a transportation corridor through the City with a median park and jogging path lying between two major north-south thoroughfares.

In 1987, the heirs instituted this action against the City and Santa Fe by which they sought to exercise powers of termination allegedly created by the 1888 deed due to abandonment of rail services, to quiet title to the property, and to claim damages for inverse condemnation. The trial court trifurcated the proceedings, first determining the nature of the estate granted by the RLC in the original deed and reserving questions of heirship and damages.

In the first phase, the court concluded the RLC had not conveyed a fee simple interest but only an easement, which terminated when Santa Fe discontinued railroad operations. It further found Santa Fe as well as the City liable to the heirs for inverse condemnation. The Court of Appeal summarily denied writ review. On petition for review by the City and Santa Fe, this court transferred the matter with directions to issue an alternative writ. The Court of Appeal upheld the trial court’s findings as to both title and liability.

With respect to title, the court agreed the terms of the deed itself adequately established the intent of the original parties to convey an easement only; it found relevant extrinsic evidence also supported that conclusion. On the question of Santa Fe’s liability, the court reasoned it could be held responsible in damages under a park acquisition agreement entered into in 1986 by which it quitclaimed its interest to the City.

II We begin our analysis of the parties’ legal claims with some of the basic principles of law governing review in these cases: With deeds as any other contracts, “[t]he primary object of all

interpretation is to ascertain and carry out the intention of the parties. [Citations.] All the rules of

interpretation must be considered and each given its proper weight, where necessary, in order to arrive at the true effect of the instrument. [Citation.]” (Burnett v. Piercy (1906) 149 Cal. 178, 189 [86 P. 603]; Civ. Code, § 1066; see Civ. Code, § 1635 et seq.; Code Civ. Proc., § 1856 et seq.) “Extrinsic evidence is ‘admissible to interpret the instrument, but not to give it a meaning to which it is not susceptible’ [citations], and it is the instrument itself that must be given effect. [Citations.] It is therefore solely a judicial function to interpret a written instrument unless the

interpretation turns upon the credibility of extrinsic evidence. Accordingly, ‘An appellate court is not bound by a construction of the contract based solely upon the terms of the written instrument without the aid of evidence [citations], where there is no conflict in the evidence [citations], or a determination has been made upon incompetent evidence [citation].’ [Citations.]” (Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865-866 [44 Cal.Rptr. 767, 402 P.2d 839], fn. omitted.) We shall discuss other rules of construction as they become pertinent.

Beginning with an examination of the terms of the deed, the granting clause states the RLC and Charles Silent “remise, release and quit-claim” to the railway the property in question. “The operative words used, ‘release, remise and quitclaim’ are the words commonly used in simple quitclaim deeds. [Citation.]” (Estate of Rose (1937) 23 Cal.App.2d 686, 688 [73 P.2d 1232].) “A quitclaim deed transfers whatever present right or interest the grantor has in the property. [Citation.]” (Westlake v. Silva (1942) 49 Cal.App.2d 476, 478 [121 P.2d 872]; Rosenthal v.

Landau (1949) 90 Cal.App.2d 310, 313 [202 P.2d 810]; see also 2 Miller & Starr, Current Law of Cal.

Real Estate (2d ed. 1989) § 6:12, pp. 503-505; Black’s Law Dict. (4th ed. 1968) p. 1417, col. 1 [quitclaim “intended to pass any title, interest, or claim which the grantor may have in the premises’’].) More specifically, “it has been often decided by this court that a quitclaim deed conveys the absolute fee-simple title if the party executing it had such title [citations]; and therefore such deed does not imply any precedent interest or easement in the releasee, or any admission of the releasor to that effect.” (Spaulding v.

Bradley (1889) 79 Cal. 449, 456 [22 P. 47].) “In this State, from the earliest times, quitclaim deeds have been in every-day use for the purpose of transferring title to land, and have been considered as effectual for that purpose as deeds of bargain and sale.” (Graff v. Middleton (1872) 43 Cal. 341, 344.) Indeed, as early as 1854, this court recognized and held a quitclaim deed to effect a transfer of “all the right and title of the grantor.” (Sullivan v. Davis (1854) 4 Cal. 291, 292; see Wholey v. Cavanaugh (1891) 88 Cal. 132, 135 [25 P. 1112]; Rego v. Van Pelt (1884) 65 Cal. 254, 256 [3 P. 867]; Graff v.

Middleton, supra, 43 Cal. at p. 344; see also Lawrence v. Ballou (1869) 37 Cal. 518, 521.) The phrase “remise, release and quit-claim” in the granting clause is thus not consistent with an intent to convey to the railway only an easement: The RLC held the property in fee simple; and the choice of the quitclaim deed form, with its established legal import, substantially reflects an intention to convey title in its entirety. (See Estate of Rose, supra, 23 Cal.App.2d at p. 688; MacFarland v.

Walker (1919) 40 Cal.App. 508, 511-512 [181 P. 248].) Resolution of the heirs’ claims cannot rest on this factor alone, however. As noted above, “[d]eeds are to be construed like any other contract and the intent of parties arrived at by a consideration of the whole instrument and not of detached clauses. [Citation.]” (Whitcomb v. Worthing (1916) 30 Cal.App. 629, 631 [159 P. 613]; Parks v. Gates (1921) 186 Cal. 151, 154 [199 P. 40].) Examining the remainder of the conveyance, we find other provisions support the opposite conclusion: the grantor intended to limit the conveyance to an easement.

The most significant counterpoint is the deed’s multiple references to “right of way.” (See Civ. Code, § 801.) In Highland Realty Co. v. City of San Rafael (1956) 46 Cal.2d 669, 678 [298 P.2d 15], this court noted “the general rule . . . that ‘in construing contracts and deeds for railroad rights of way such deeds are usually construed as giving a mere right of way, although the terms of the deed would be otherwise apt to convey a fee. [Citations.]”’ (See also Parks v.

Gates, supra, 186 Cal. at p. 154.) This observation reflects the broad view of many jurisdictions “that when the granting clause of a deed declares the purpose of the grant to be a right of way for a railroad the deed passes an easement only, and not a fee with a restricted use, even though the deed is in the usual form to convey a fee title.” (Swan v.

O’Leary (1950) 37 Wn.2d 533, 537 [225 P.2d 199, 201]; see generally, Annot., Deed to Railroad Company as Conveying Fee or Easement (1966) 6 A.L.R.3d 973, 1013-1024.) The parties thus appear to have drawn the terms of their deed to include two material but conflicting provisions, with “remise, release and quit-claim” reflecting an intent to convey a fee simple interest and references to “right of way” indicating an easement.

Compounding the ambiguity, courts have also concluded “the term ‘right of way,’ when applied to railroads, canals, and similar instrumentalities, has no exact, well-defined meaning, but often is susceptible of a twofold signification. It is used indiscriminately to describe, not only the easement, or special and limited right to use another person’s land, but as well the strip of land itself that is occupied for such use. This, at any rate, is the case when the term is used with respect to railroads. [Citations.]” (Anderson v. Willson (1920) 48 Cal.App. 289, 295 [191 P. 1016]; People v.

Thompson, supra, 43 Cal.2d at pp. 19-20; Parks v. Gates, supra, 186 Cal. at p. 155; Machado v. Southern Pacific Transportation Co., supra, 233 Cal.App.3d at p. 354; Concord & Bay Point Land Co. v. City of Concord (1991) 229 Cal.App.3d 289, 295 [280 Cal.Rptr. 623]; City of Glendora v. Faus (1957) 148 Cal.App.2d 920, 926 [307 P.2d 976]; Ocean Shore Railroad Co. v. Doelger (1954) 127 Cal.App.2d 392, 399 [274 P.2d 23]; see generally, 5 Miller & Starr, Current Law of Cal.

Real Estate, supra, § 15:17, pp. 441-442; Annot., Deed to Railroad Company as Conveying Fee or Easement, supra, 6 A.L.R.3d 973, 977; Black’s Law Diet., supra, p. 1191.) We therefore turn to the statutory rules governing the

interpretation of deeds to determine if they contain an answer to the stalemate. To begin, the law presumes “[a] fee simple title is . . . intended to pass by a grant of real property, unless it appears from the grant that a lesser estate was intended.” (Civ. Code, § 1105; City of Long Beach v. Marshall (1938) 11 Cal.2d 609, 613 [82 P.2d 362].) This precept applies without distinction to quitclaim deeds (see Carlson v. Lindauer (1953) 119 Cal.App.2d 292, 306 [259 P.2d 925]; MacFarland v. Walker, supra, 40 Cal.App. at p. 512) and supports the finding of a fee conveyance. Civil Code

section 801 tends to favor a contrary finding: “The following land burdens, or servitudes upon land, may be attached to other land as incidents or appurtenances, and are then called easements: [H . . . [U . . . The right-of-way . . . .” Other provisions generally sustain a fee interest. “If several parts of a grant are absolutely irreconcilable, the former part prevails.” (Civ. Code, § 1070.) The quitclaim deed form itself would seemingly constitute “the former part” and thus assume primacy over subsequent inconsistent references to “right of way.” (See Castro v.

Tennent (1872) 44 Cal. 253, 258.) With its dual meaning, “right of way” is also less definite than “remise, release and quit-claim.” (See Civ. Code, § 1067.) “Where there is an asserted modifying or limiting clause in a deed, if such clause be of doubtful import, the fee contemplated by the granting clause of the deed will not be cut down. [Citation.]” (Litten v. Warren (1936) 11 Cal.App.2d 635, 637 [54 P.2d 39]; Castro v.

Tennent, supra, 44 Cal. at p. 258.) The general rule also provides “[t]hat doubtful clauses in the deed are to be construed most strongly against the grantor, and as favorably to the grantee as the language, construed in the light of the surrounding facts, will justify.” (Castro v. Tennent, supra, 44 Cal. at pp. 257-258; Civ. Code, § 1069; Hager v. Spect (1878) 52 Cal. 579, 582; Salmon v.

Wilson (1871) 41 Cal. 595, 608.) Although these statutory principles tend to weight the “fee” side of the calculus, we find them neither individually nor collectively dispositive of the parties’ intent, the ultimate interpretive touchstone. Thus, we must examine the remainder of the document to assess whether any other provisions, singly or in combination, assist our task. (See Machado v.

Southern Pacific Transportation Co., supra, 233 Cal.App.3d at pp. 353-354.) In this effort, we bear in mind that “since the language of each instrument is sui generis, no bright-line rules of construction are available to us to aid in this endeavor. ‘Analysis of cases on this subject makes it abundantly clear that it is impossible to lay down an invariable and universal rule of construction. [Citation.] Every transaction must be considered individually.’ [Citation.]” (Id. at p. 353, quoting Basin Oil Co. v. City of Inglewood (1954) 125 Cal.App.2d 661, 664 [271 P.2d 73] (opn. by Mosk, J.); see also Eldridge v.

See Yup Company (1860) 17 Cal. 44, 51; fn. 8, ante.) Following the initial reference to “right of way,” the deed recites that it is “for the construction, maintenance and operation of a steam railroad . ...” In some instances, courts construe language relating to an intended purpose as indicative of a limited conveyance, although this construction generally prevails when there is some qualification such as “only for the construction, etc.” That is, if prescriptive and thus restricted, a statement of purpose evidences an easement; if merely descriptive and thus unrestricted, the grant is considered not inconsistent with a fee. “[T]he vast majority of cases hold the transfer of a fee title is not vitiated solely for the reason that the deed contains a clause declaring the purpose for which it is intended the granted premises shall be used.

This is particularly indicated where such purpose will not inure specially to the benefit of the grantor and his assigns, but is in its nature for the general public, and where there are no other words indicating an intent that the grant be void if the declared purpose is not fulfilled.” (Basin Oil Co. v. City of Inglewood, supra, 125 Cal.App.2d at p. 664.) Nevertheless, as with the term “right of way” itself, in this instance reference to purpose tends as much to obscure as to clarify the parties’ intent.

The deed further recites that “the right of way for the construction, maintenance and operation of a steam railroad, [is] upon[,] over and along the following tract and parcel of land’ and “over and through the lands of grantors . . . .” (Italics added.) This language in the nature of an appurtenance appears to limit the railway to a right of passage and exclude title to the land beneath. (See Highland Realty Co. v.

City of San Rafael, supra, 46 Cal.2d at p. 678.) Subsequently, however, the deed refers to “a strip of land' 100 feet in width and sets forth a detailed legal description in metes and bounds, which “contain[s] an area of 32.46 acres of land, more or less,” according to its terms. (Italics added.) References to “land,” particularly in conjunction with precise and technical designation of the location, generally indicate an intention to transfer the entire estate not just a limited right to pass over the property. (See Moakley v.

Blog (1928) 90 Cal.App. 96, 98-99 [265 P. 548].) Other indicia conforming to an intent to convey a fee include the grantor’s reservation of a space for a warehouse; which would be inconsistent with retaining any larger estate in the property. “[W]hen an interest is ‘reserved,’ the entire fee title is transferred to the grantee and the grantee grants back a new interest to the grantor.” (5 Miller & Starr, Current Law of Cal.

Real Estate, supra, § 15:18, p. 445; see id., § 15:5, p. 402 [“By definition an easement is necessarily an interest in the land of another.”].) The deed also identifies itself as “[t]his grant,” which “is made upon [various] condition[s]” failure of which would cause the right of way “to revert” to the RLC. “[A]n easement . . . does not ‘revert’ to the grantor, it is simply extinguished. [Citation.]” (Concord & Bay Point Land Co. v. City of Concord, supra, 229 Cal.App.3d at p. 295.) Hence, this language also implies a complete rather than partial transfer of interest in the property. (See City of Long Beach v.

Marshall, supra, 11 Cal.2d at p. 613; Schlageter v. Cutting (1931) 116 Cal.App. 489, 498 [2 P.2d 875]; Civ. Code, § 1105.) The nominal consideration ($1) militates to the contrary (see Tamalpais etc. Co. v. N. W. Pac. R. R. Co., supra, 73 Cal.App.2d at pp. 927-928; Rest., Property, § 471, com. f, p. 2966), although, assuming the recitation in the deed reflects the actual bargained for exchange, the grantor may well have had more interest in the relative benefits it expected to derive from the railway’s presence. (See Machado v.

Southern Pacific Transportation Co., supra, 233 Cal.App.3d at pp. 359-360; Concord & Bay Point Land Co. v. City of Concord, supra, 229 Cal.App.3d at pp. 296-297; see also, post, at p. 248.) The document in question does not refer to an easement. “In construing the instrument we cannot overlook the fact that if the grantors really intended to convey only an easement, they could have easily so expressed that purpose. [Citations.] [*]D Their failure to do so must be considered together with the presumption that a fee simple title passed (Civ.

Code, § 1105) and the rule that a grant is to be interpreted in favor of the grantee. (Civ. Code, § 1069).” (Basin Oil Co. v. City of Inglewood, supra, 125 Cal.App.2d at p. 666.) Nonetheless, the omission does not factor substantially in our equation since the parties possibly used “right of way” as an equivalent. By the same token, the deed does not contain any reference to a fee (cf. ibid.); but use of the quitclaim deed form may account for that. Neither does the habendum clause shed particular light on our inquiry. Its terms are not inconsistent with the grant of a fee. (See Concord & Bay Point Land Co. v.

City of Concord, supra, 229 Cal.App.3d at pp. 295-296; Parks v. Gates, supra, 186 Cal. at p. 155.) But that conclusion somewhat begs the question in light of the qualification “subject however to and upon the terms and conditions aforesaid.” As we have discussed, the “terms and conditions aforesaid” can variously be construed as evidence of either a fee or an easement; none are dispositive. Finally, we note Charles Silent, the mortgage holder, as well as the president and secretary of the RLC signed the deed.

Although there are other possibilities, this fact suggests the parties attempted to effectuate a complete and unqualified transfer of all rights and title to the railway. (See, ante, flu 5.) Having canvassed the four comers of the deed, we end our search frustratingly little more informed of the parties’ intention than when we began. Judging by the terms “remise, release and quit-claim” and “right of way,” the grantor appears to have intended at one and the same time to convey to the railway the entire fee estate and a limited interest confined to an easement for railroad purposes.

The remainder of the language is equally ambiguous, both supporting and contradicting one or the other conclusion. We thus turn to extrinsic evidence in the hope of enlightenment. Ill “It is well settled that a deed indefinite in its terms may be made certain by the conduct of the parties acting under it. [Citations.]” (People v.

Ocean Shore Railroad (1948) 32 Cal.2d 406, 414 [196 P.2d 570, 6 A.L.R.2d 1179].) In this regard, “[t]he test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible. [Citations.]” (Pacific Gas & E. Co. v. G. W. Thomas Drayage etc.

Co. (1968) 69 Cal.2d 33, 37 [69 Cal.Rptr. 561, 442 P.2d 641, 40 A.L.R.3d 1373].) The evidence before the court includes several subsequent documents executed by the RLC dealing with its property, including the portion deeded to the railway. Unlike the terms of the 1888 conveyance itself, these references to the railway’s interest are virtually without qualification consistent with an intention to transfer the property in fee simple. To begin, in 1897 the grantor and the grantee’s successor along with Parvin Wright entered into an unrecorded indenture modifying the reversionary conditions of railroad operations.

In reference to the 1888 conveyance, the indenture states the earlier “deed shall remain a grant as therein expressed.” (Italics added.) This language suggests and comports with the conclusion the RLC considered full title had passed by “grant.” (Cf. Schlageter v. Cutting, supra, 116 Cal.App. at p. 498.) Commencing in 1896, the RLC initiated various transactions eventually to divest itself of its holdings by partition. These included corporate resolutions in 1896 and 1897, an 1897 shareholder agreement, and an 1897 trust deed.

Significantly, among those involved in executing, and presumably preparing, these documents was Hugh W. Vail, who as secretary of the RLC had signed the 1888 conveyance and would have been knowledgeable as to the grantor’s intent at that time. In all instances, the description “excepted” “that certain right of way . . . granted” to the railway as well as parcels of land deeded to Blanton Duncan and the option given Parvin Wright, i.e., all property subject to claim by others.

Had the RLC conveyed only an easement to the railway, that interest would simply have passed as an appurtenance with any subsequent transfer. (See Moylan v. Dykes (1986) 181 Cal.App.3d 561, 568 [226 Cal.Rptr. 673].) The partition also necessitated a quiet title action in 1901 from which the RLC expressly excepted the railway’s property. This proceeding is significant in two respects: First, the exception of the railway’s property lying within the area at issue in the quiet title action indicates the RLC no longer considered it held any interest therein.

If it had conveyed only an easement to the railway, it would most likely have needed and wanted to settle ownership of the underlying fee at that time. Second, the typewritten complaint “except[s] from the lands” subject to the action “the strip of land” conveyed to the railway in 1888 with the metes and bounds description taken from the earlier deed.

Beneath that description, the RLC’s president, who verified the pleading, interlineated in his own hand “and being the lands conveyed to the [railway] by [the 1888 deed].” Moreover, not only does the complaint contain these specific references to “land,” at no point does it identify the railway’s holding as a “right of way.” These representations were made by the RLC in a legal proceeding instigated to resolve title to relevant portions of its holdings; and the judgment incorporates them verbatim.

As such, they stand as virtually incontrovertible evidence the grantor intended the 1888 deed to convey the property to the railway in fee simple. (Cf. Anderson v. Willson, supra, 48 Cal.App. at p. 295.) Of equal significance, when the RLC dissolved as a corporation in 1903, the decree of dissolution reflected “that all of the property of said corporation has been disposed of.” Taking this language at face value, we must perforce find the railway acquired a fee, not merely an easement.

The strip of land at issue had been “excepted” from the distribution to shareholders under the terms of the partition and hence had not passed to them in any form. The RLC had not otherwise divested itself of the interest but by deed to the railway in 1888. Therefore, it could not have concluded its corporate business with this representation unless it believed it had originally conveyed full title to the property by that transaction.

Elsewise, we would have to conclude the RLC intended, contrary to the terms of the decree and after it ceased to exist as a corporate entity, to retain a fee estate in a narrow strip of land subject to an easement the duration of which no one could predict. If not unreasonable, such a conclusion is at least implausible. (Cf. Merchant v.

Grant (1915) 26 Cal.App. 485, 490 [147 P. 484] [“unreasonable” to hold grantors intended to retain ownership of land “which could have been of no possible use to them”].) The record contains no evidence the RLC, as a land development company, intended to maintain a continuing ownership interest it could reassert in the event railroad operations ceased. (Cf. Tamalpais etc. Co. v. N. W. Pac. R. R.

Co., supra, 73 Cal.App.2d 917.) Indeed, the purpose of the enterprise appears quite to the contrary since partition and distribution activities began within a decade after it purchased the 4,500-acre tract, and the corporation dissolved within less than 2 decades. Construing the conveyance as a fee also best effectuates the likely intent of the parties considering the broader context in which the transaction took place: “This was before automobiles were in common use and Manhattan Beach, strange as this now seems, was quite inaccessible to Los Angeles, which had barely started its phenomenal growth.

Until 1904, when the Pacific Electric Railroad was completed, the only means of transportation to Manhattan Beach was by the Santa Fe Railroad. Excursion parties were organized for prospective purchasers, and they were taken to the property by train.” (Manhattan Beach v. Cortelyou (1938) 10 Cal.2d 653, 664 [76 P.2d 483].) The RLC’s business was to sell property in this “quite inaccessible” location; only the presence of the railway could make such a venture economically feasible much less viable.

Granting the railway full title rather than a limited interest would have been at least as consistent, if not more so, with achieving this goal. (Cf. United Inv. Co. v. Los Angeles etc. Ry. Co. (1909) 10 Cal.App. 175,184 [101 P. 543] [“enhancement of [land] values in the vicinity” due to railroad’s agreed construction of road sufficient consideration for conveyance of fee interest to right-of-way].) We are unpersuaded the extrinsic evidence cited by the heirs supports their position.

In an 1896 deed between the RLC and Duncan Blanton, the description of the property conveyed includes a portion of the strip previously deeded to the railway. On this basis, the heirs argue the RLC considered it still retained the fee to the right-of-way. Neither the record nor logic sustains this conclusion. It would be unreasonable to find the RLC intended to retain full title to a narrow strip of land, which it then bisected by conveying a small portion in fee to Duncan Blanton but none to any others, not even the RLC shareholders in partition.

More significantly, the Blanton deed itself expressly “reserv[es] therefrom 100 feet in width right of way of [the railway].” The heirs also rely on expert testimony that the partition map did not include acreage or an appraisal value for the right-of-way in parcels transferred to the shareholders. This omission is hardly conclusive of the RLC’s interest. At best, it indicates the property was not part of the distribution proceedings because some other party owned it; but that fact does not assist in identifying the other owner.

To the extent this consideration has any relevance to our inquiry, it suggests a contrary conclusion to that drawn by the heirs. Since the RLC was in the process of partitioning and distributing its remaining holdings to the shareholders, it would be illogical to retain any interest, much less the fee to a narrow strip of meandering property subject to an easement not likely to be abandoned by the railway in the foreseeable future. This evidence is also consistent with the exception of the railway’s right-of-way in other partition documents.

Finally, the heirs contend Santa Fe should be bound by representations during property tax assessment litigation in 1954 and Interstate Commerce Commission abandonment hearings in 1982 that it only owned an easement. As the Court of Appeal in Concord & Bay Point Land Co. v. City of Concord, supra, 229 Cal.App.3d at page 296, observed, however, “a legal conclusion drawn [decades later] is not compelling evidence of what was intended by a grant made [at the turn of the century]” particularly since the original grantor took no

part in the subsequent proceedings. IV “I, John of Gaunt Do give and do grant To Sir John Burgoyne And the heirs of his loin Both Sutton and Potton Till the world goes rotten.” The document before us lacks not only such brevity but more importantly such clarity of intent. Fortunately, the grantor’s actions speak to us more loudly over the decades than its words. The extrinsic evidence of subsequent transactions unambiguously reflects the RLC considered it had already conveyed to the railway full title to the right-of-way strip of land in 1888 and had not intended to transfer a lesser estate.

As should be clear from the discussion, we do not find the instant deed a paradigm conveyance but rather to the contrary, requiring us to ferret out the parties’ intentions by less direct and less preferable considerations. In reaching our conclusion, we emphasize that the peculiar facts of this case dictate the narrow, perhaps unique, basis of our holding. (Cf. Machado v.

Southern Pacific Transportation Co., supra, 233 Cal.App.3d at p. 353 [“the language of each instrument is sui generis”].) Further, we reaffirm the importance of careful drafting to insure property transactions consistent with the parties intended and desired result. The court’s only function and concern should be to effectuate their manifest intent; for, as we have reiterated, that must control. Disposition The judgment of the Court of Appeal is reversed. Lucas, C. J., Baxter, J., and George, J., concurred. The real parties in interest include John P.

Farquhar and Ricardo Bandini Johnson, described as “two hobbyist ‘heir hunters,’ ” as well as more than 80 individuals and institutions purportedly heirs of RLC grantees and successors in interest over the last century. Apparently, Farquhar and Johnson instigated the litigation on behalf of the heirs claiming the cessation of railroad operations terminated any further interest in the property because the railway had acquired only an easement limited to that use and purpose.

Apparently, none of the parties to the present litigation were aware of this dissolution proceeding until shortly before oral argument in the Court of Appeal. The City and Santa Fe requested and were granted judicial notice of the superior court file. We grant their renewed request in this court. (Evid. Code, § 452, subd. (d).) In a footnote accompanying this text, the court disapproved language in Estate of Rule (1944) 25 Cal.2d 1,11 [152 P.2d 1003,155 A.L.R. 1319], to the effect that an appellate court must accept the trial court’s

interpretation of a written instrument when conflicting legal, rather than factual, inferences may be drawn. “ ‘The very possibility of . . . conflicting inferences, actually conflicting

interpretations, far from relieving the appellate court of the responsibility of inteipretation, signalizes the necessity of its assumption of that responsibility.’ [Citation.]” (Parsons v. Bristol Development Co., supra, 62 Cal.2d at p. 866, fn. 2.) In this case, “there is no conflict in the. . . evidence” (id. at p. 866); therefore, the trial court did not resolve any disputed facts or have occasion to draw inferences therefrom.

As with the use of “quitclaim,” reference to “remise” and “release” generally signifies a relinquishment of all interest held by the grantor. (See Black’s Law Diet., supra, p. 1454, col. I [“release”]; id., p. 1458, col. 2 [“remise”].) The heirs argue the quitclaim form was used only to disavow any warranty as to encumbrances in light of the mortgage held by Charles Silent. (See Civ. Code, § 1113.) However, on this point a different explanation appears equally plausible: At the time of the transaction, Civil Code

section 1624 did not yet require a written recitation, in the deed or otherwise, by which the purchaser of real property agreed to assume an indebtedness secured by a mortgage. (See Civ. Code, § 1624, subd. (f), added by Stats. 1937, ch. 316, § 2, p. 695.) Instead, assumption of such an obligation “may [then] be made orally or in a separate instrument; it may be implied from the transaction of the parties, or it may be shown by the circumstances under which the purchase was made, as well as the language used in the agreement.” (Hopkins v. Warner (1895) 109 Cal. 133, 138 [41 P. 868]; Andrews v.

Robertson (1918) 177 Cal. 434, 438-439 [170 P. 1129]; Hibernia Sav. etc. Soc. v. Dickinson (1914) 167 Cal. 616, 621-624 [140 P. 265].) In this case, “the transaction of the parties” and “the circumstance under which the purchase was made” included having Charles Silent sign as a grantor, thereby reflecting his implicit agreement to forbear further enforcement of his mortgagee interest. The heirs emphasize this language and cite cases from other jurisdictions for the proposition the quitclaim of a “right of way” conveys only an easement.

These out-of-state authorities bear little, if any, relevance to our inquiry, which must parse every provision in search of intent including the quitclaim deed form itself. Moreover, one may readily note opinions from jurisdictions holding a quitclaim conveyed a fee interest under similar language. (See, e.g., Arkansas Improvement Co. v. Kansas City So. Ry. Co. (1938) 189 La. 921 [181 So. 445]; see also, post, fn. 8.) In the final analysis, we must remain focused upon this particular conveyance, considering all the terms chosen by these parties, as evidence of their intent. Highland Realty Co. v.

City of San Rafael, supra, is distinguishable principally because in that case the deed was given to settle a pending condemnation action in which the railroad could have acquired an easement only. The deed mirrored the language of the eminent domain complaint as well as a court order authorizing the railroad to take possession of the right of way.

Not surprisingly under the circumstances, this court concluded the conveyance transferred a limited interest, i.e., “exactly that which the railroad sought” in condemnation. (46 Cal.2d at p. 676.) In the context of this case, it is thus unnecessary to assess whether it remains the “general rule” that the grant of a railroad right-of-way conveys only an easement. (But see Machado v.

Southern Pacific Transportation Co. (1991) 233 Cal.App.3d 347, 355-356 [284 Cal.Rptr. 560].) In his dissent, Justice Mosk cites Annotation, Deed to Railroad Company as Conveying Fee or Easement (1941) 132 A.L.R. 142 as well as numerous decisions from other jurisdictions in support of various points of his argument that the deed conveyed an easement only. In their specifics, most out-of-state cases are of marginal relevance to this grantor’s intent because each arises from a particular matrix of facts, which generates its own individual rationale.

Some also depend upon policy or other considerations not pertinent to our evaluation. For example, some states expressly regulate property holdings by railroads. (See, e.g., City of Oakland v. Schenck (1925) 197 Cal. 456, 466 [241 P. 545] [by statute railroads in Illinois may not hold land as ordinary owner]; East Alabama Railroad Co. v. Doe (1885) 114 U.S. 340, 352 [29 L.Ed. 136, 140, 5 S.Ct. 869] [policy derived from Alabama Constitution requiring “just compensation” limits railroads to “only a right to use for its purposes” and not absolute title]; Ross, Inc. v.

Legler (1964) 245 Ind. 655 [199 N.E.2d 346, 348] [policy considerations do not favor permitting railroads to acquire rights of way in fee simple]; Abercrombie v. Simmons (1905) 71 Kan. 538 [81 Pac. 208, 210] [legislative restrictions on scope of property interests acquired by railroads]; State v.

Union Electric Co. of Missouri (1941) 347 Mo. 690, 696-697 [148 S.W.2d 503, 505-506] [statute permitting street railway company to acquire right-of-way by grant did not include power to acquire fee].) By contrast in California, although the law contains some statutes expressly governing certain railroad activities (see Pub. Util. Code, § 7503 et seq.), it has never circumscribed the nature of the property interests they may acquire. (Id., § 7526; see Midstate Oil Co. v. Ocean Shore R. R. Co. (1928) 93 Cal.App. 704, 707 [270 P. 216]; cf. People v.

Thompson (1954) 43 Cal.2d 13, 19 [271 P.2d 507].) More to the point, other out-of-state opinions, in their own particulars, support the determination the railway obtained a fee estate. However, their citation would simply provoke an endless and ultimately inconclusive volley of decisional “authority” purportedly vindicating each conclusion. We thus agree with the response of the Washington Supreme Court in Swan v. O’Leary, supra, 37 Wn.2d at page 535 [225 P.2d at page 200]: “The parties have cited and analyzed many cases, and have referred us to the annotation in 132 A.L.R. 142.

The authorities are in hopeless conflict. They cannot be reconciled, because their authors approach the subject from different standpoints and give different weight and significance to the various factors entering into the various instruments of conveyance under consideration. About the only common ground that can be found is that the intention of the parties to the conveyance is of paramount importance and must ultimately prevail in a given case.” (See, e.g., Parks v.

Gates, supra, 186 Cal. at pp. 154-155.) These same observations apply equally to the superseding annotation at 6 A.L.R.3d 973 and cases cited therein. Thus, for example, in Midstate Oil Co. v. Ocean Shore R. R. Co., supra, 93 Cal.App. at page 708, the conveyance referred to “said right of way,” which the reviewing court held did not limit the interest acquired by the railway company to an easement. Measuring the deed by its own terms, the court found instead it conveyed title in fee simple. (Ibid:, see Faus v. City of Los Angeles (1961) 195 Cal.App.2d 134, 141 [15 Cal.Rptr. 783]; Palmer v. Los Angeles, etc. Ry.

Co. (1921) 55 Cal.App. 519, 521 [203 P. 1012]; Hannah v. Southern Pac. R. R. Co. (1920) 48 Cal.App. 517, 521 [192 P. 304].) A11 cited statutory provisions were enacted in their present form in 1872. See, e.g., Yuba Inv. Co. v. Yuba Consol. G. Fields (1920) 184 Cal. 469, 475 [194 P. 19] (no express provision limiting grantee’s use to particular purpose—fee conveyed); Pellissier v. Corker (1894) 103 Cal. 516, 517 [37 P. 465] (“for the sole purpose of’—easement created); Machado v.

Southern Pacific Transportation Co., supra, 233 Cal.App.3d at pages 357-359 (grant “ ‘for a right of way for a standard gauge railroad’ ”—fee conveyed); Johnson v. Ocean Shore Railroad Co. (1971) 16 Cal.App.3d 429, 434 [94 Cal.Rptr. 68] (“for railroad purposes only”—easement); City of Glendora v. Faus, supra, 148 Cal.App.2d at page 926 (grant “for railroad purposes only”—easement); Basin Oil Co. v. City of Inglewood, supra, 125 Cal.App.2d at pages 664, 662 (“unlimited and unqualified” grant for “public street or right-of-way”—fee conveyance); Tamalpais etc. Co. v. N. W. Pac. R. R.

Co. (1946) 73 Cal.App.2d 917, 928-929 [167 P.2d 825] (“ ‘for uses and purposes aforesaid and none other’ ”—easement); Cooper v. Selig (1920) 48 Cal.App. 228, 229 [191 P. 983] (“ ‘for the purposes of a public road’ ”—fee conveyed); see Restatement of Property

section 471, comment d, page 2964; compare Estate of Rose, supra, 23 Cal.App.2d at page 688 (absence of reference to future contingency in quitclaim deed “indicate[d] a present transfer of any interest the owner might have in the property at the time of the conveyance,” without qualification of the estate transferred); Midstate Oil Co. v. Ocean Shore R. R. Co., supra, 93 Cal.App. at page 708 (deed failing to limit railroad company’s use conveyed fee).

Even words of limitation are not dispositive; in one early case this court found the grantee acquired a fee estate notwithstanding a recital in the deed that the “ ‘conveyance of these lands is made for railroad purposes only.’ ” (Behlow v. Southern Pac. R. R. Co. (1900) 130 Cal. 16, 18 [62 P. 295]; see also City of Long Beach v. Marshall, supra, 11 Cal.2d at p. 613.) Notably in this regard, the conveyance did not result from condemnation proceedings in which the railway could only have acquired an easement. (See Highland Realty Co. v. City of San Rafael, supra, 46 Cal.2d 669; City of Oakland v.

Schenck, supra, 197 Cal. at p. 466; former Code Civ. Proc., §§ 1238, 1239, subd. 2.) Although indirect evidence for our purposes, a 1901 agreement by the RLC to convey fee title to one John Merrill substantiates that it contemplated complete divestiture of its entire holding. That agreement covered in part sections 24 and 25 of the RLC’s original tract, over which the railway’s right-of-way passed. Relevant to our inquiry, it stated the conveyance “is intended to include ... all lands owned” by the RLC in those sections. Anonymous.