( Chard v. O'Connell (1936), 7 Cal.2d 663, 667 [ 62 P.2d 369]; Francoeur v. Beatty (1915), 170 Cal. 740, 747 [ 151 P. 123]; Bollinger v. Bollinger (1908), 154 Cal. 695, 705 [ 99 P. 196]; Miller v. Miller (1942), 55 Cal.App.2d 199, 207-208 [ 130 P.2d 438]; Taylor v. Bunnell (1926), 77 Cal.App. 525, 534 [ 247 P. 240].) However, under well recognized exceptions to the hearsay rule, such declarations, made before, at the time of, or subsequent to the transfers, were properly admissible on the issue of delivery to Josephine (and it was found that the instruments were delivered to her), on the issue of a claimed gift, and also to show the intent or state of mind of Oscar. ( Whitlow v. Durst (1942), 20 Cal.2d 523, 524 [ 127 P.2d 530]; Jean v. Jean (1929), 207 Cal. 115 [ 277 P. 313]; Bridge v. Ruggles (1927), 202 Cal. 326, 330 [ 260 P. 553]; Estate ofCarson (1920), 184 Cal. 437, 445 [ 194 P. 5, 17 A.L.R. 239]; Williams v. Kidd (1915), 170 Cal. 631, 648 [ 151 P. 1, Ann.Cas. 1916E 703]; Stout v. McNab (1910), 157 Cal. 356 [ 107 P. 1005]; Fanning v. Green (1909), 156 Cal. 279, 285 [ 104 P. 308]; Estate of Hall (1908), 154 Cal. 527, 532 [ 98 P. 269]; Sprague v. Walton (1904), 145 Cal. 228, 234 [ 78 P. 645]; Dinneen v. Younger (1943), 57 Cal.App.2d 200, 207 [ 134 P.2d 323]; O'Dea v. Hibernia Savings LoanSoc. (1932), 119 Cal.App. 622 [ 7 P.2d 318]; 19 Cal.L.Rev. 231, 249-254; 26 Cal.L.Rev. 631; Annotations, 105 A.L.R. 398.) The rule is succinctly stated in Whitlow v. Durst, supra, 20 Cal.2d at pp. 524-525: "When intent is a material element of a disputed fact, declarations of a decedent made after as well as before an alleged act that indicate the intent with which he performed the act are admissible in evidence as an exception to the hearsay rule, and

" [2] Moreover, the transfer of the 366 shares to respondent upon the books of the corporation, as evidenced by the issuance of its stock certificate to that effect, "made at least a prima facie case of transfer, sufficient to create a legal delivery of the shares." ( Jean v. Jean, 207 Cal. 115, 121 [ 277 P. 313]. See also Lynch v. Lynch, 124 Cal.App. 454, 458-461 [ 12 P.2d 741].

[3] The proposition that Lazare was not entitled to vote his 2,500 shares because valid certificates had not been issued for that amount is preposterous in view of his conceded ownership of one half interest in the informal, family corporation which was destined from its inception to pass from Leon to his children. The actual owner of shares may exercise his rights without a certificate therefor ( Jean v. Jean, 207 Cal. 115, 121 [ 277 P. 313]). [4] Moreover, to permit the technical rules as commonly applied to corporations to be applied in the case of a close family corporation of two shareholders of equal ownership, would serve to defeat such equality of ownership, impede justice and perpetuate fraud. ( Hollywood Cleaning Pressing Co. v. Hollywood Laundry Service, 217 Cal. 124 [ 17 P.2d 709].)

" It is true that the Williams case involved delivery to an escrow holder, but the rule is applied whether delivery be direct to the grantee or is made to a third person on his behalf. (For a few of the cases where the rule has been applied to various factual situations see Donahue v. Sweeney, 171 Cal. 388 [ 153 P. 708]; Fisher v. Oliver, 174 Cal. 781 [ 164 P. 800]; DeCou v. Howell, 190 Cal. 741 [ 214 P. 444]; Rees v. Rees, 191 Cal. 399 [ 216 P. 1006]; Rocha v. Rocha, 197 Cal. 396 [ 240 P. 1010]; Cummings v. Eiszler, 70 Cal.App. 67 [ 232 P. 723]; Kinney v. Kinney, 71 Cal.App. 192 [ 234 P. 913]; Beyerle v. California Surety Co., 120 Cal.App. 236 [ 7 P.2d 1034]; Manwell v. Board of Home Missions, etc., 122 Cal.App. 599 [ 10 P.2d 787]; Belser v. American Trust Co., 125 Cal.App. 344 [ 13 P.2d 951]; Jean v. Jean, 207 Cal. 115 [ 277 P. 313]; Northern Cal. Conference Assn., etc. v. Smith, 209 Cal. 26 [ 285 P. 314]; Watt v. Copeland, 92 Cal.App. 161 [ 267 P. 928]; Morgan v. Matthieson, 103 Cal.App. 510 [ 285 P. 325]; Meeker v. Spencer, 41 Cal.App. 400 [ 182 P. 782]; Goodman v. Goodman, 212 Cal. 730 [ 300 P. 449]; Barcroft v. Livacich, 35 Cal.App.2d 710 [ 96 P.2d 951].) [5] Mr. Justice Traynor, in the recent case of Whitlow v. Durst, 20 Cal.2d 523 [ 127 P.2d 530], succinctly stated the applicable rule as follows (p. 524): "When intent is a material element of a disputed fact, declarations of a decedent made after as well as before an alleged act that indicate the intent with which he performed the act are admissible in evidence as an exception to the hearsay rule, and it is immaterial that such declarations are self-serving.

It will be recalled that a portion of the stock held by defendant was actually transferred on the books of the corporation and a certificate therefor issued in plaintiff's name, defendant merely retaining possession of the certificate. In Jean v. Jean, 207 Cal. 115 [ 277 P. 313], it was held that under section 324 of the Civil Code a transfer upon the corporation books of shares of stock, together with the issuance of a new certificate, constitutes a prima facie case of transfer sufficient to create a legal delivery of the shares and the fact that the donor may retain a certificate does not necessarily overcome this prima facie showing. The force of this decision is recognized by defendant but he argues that the prima facie showing of delivery by transfer on the corporation books and the issuance of the certificates in the name of the plaintiff is overcome by the retention of control over the voting rights of the stock and the reservation of the right to collect all dividends declared thereon.

Appellants claim they delivered the funds to Alcaraz, who was to deliver the funds to the Appellants' families as a personal favor. Under California law, the delivery of a gift is complete when a donor delivers the gift to a third person acting on behalf of the donee, and if the donor parts with dominion and control over the gift. Berl v. Rosenberg, 169 Cal.App.2d 125, 130-31 (1959); see also Jean v. Jean, 277 P. 313 (Cal. 1929) (delivery of stock certificates to son of donors to hold for all children until parents' death constituted delivery); Turnbull, 171 Cal.App.2d at 784 (delivery of check to third party to deliver to donee effective where donor reserved no dominion or control over gift); 4 Witkin, Personal Property, § 105. [6] Here, although Appellants made no specific claim in their petition that they retained dominion or control over the money once they gave it to Alcaraz to deliver to their respective families, under the law governing bailments, Appellants could have reclaimed their property and terminated their bailment at any time. Moreover, Appellants — as bailors — never lost their title interest in the property that was entrusted to Alcaraz. Lastly, as a bailee, Alcaraz was not acting on behalf of the donees, but rather on behalf of the donors; therefore, under California law the delivery of the gift to Alcaraz is not sufficient to constitute delivery to the donees.

The defendant contended that the purported gift had failed for lack of delivery. The court held that delivery had been effected, relying upon the statement of Jean v. Jean, 207 Cal. 115, 277 P. 313 (1929), that a transfer of shares on the corporate books, together with the issuance of new certificates "constitutes a prima facie case of transfer sufficient to create a legal delivery of the shares and the fact that the donor may retain the certificate does not necessarily overcome this prima facie showing." (12 P.2d at 743.)

After they were given to him he was free to do with them as he chose. See Jean v. Jean, 207 Cal. 115, 277 P. 313; 99 A.L.R. 1077, 23 A.L.R.2d 1071; that acceptance of a gift which is beneficial to the donee is presumed, see In re Kalt's Estate, 16 Cal.2d 807, 108 P.2d 401. Field v. Mollison, 50 Cal.App.2d 585, 123 P.2d 603.

A number of authorities are cited by plaintiffs to the effect that where a completed gift of corporate stock is intended, it is effectuated by causing such stock to be issued in the name of the donee and that the donor is thereby divested of all right and title to the stock and that the donee is thereby protected against retraction of the gift. Appeal of Roberts, 85 Pa. 84; Jean v. Jean, 207 Cal. 115, 277 P. 313; Lynch v. Lynch, 124 Cal.App. 454, 12 P.2d 751; Thomas v. Thomas, 70 Colo. 29, 197 P. 243; Chicago Title T. Co. v. Ward, 332 Ill. 126, 163 N.E. 319; Phillips v. Plastridge, 107 Vt. 267, 179 A. 157, 99 A. L. R. 1074, and annotation 1077; In re King's Estate (Wyo.) 57 P.2d 675: Marshall v. Comm'r Internal Rev, (C. C. A.) 57 F.2d 633. To follow the rule announced in these cases and to adopt the same as controlling of the issues in this case would be to ignore certain determinative and controlling issues presented under the facts in this case.

A certificate of stock ownership "is merely evidence of share ownership." (Id. at ¶ 5:445, p. 5-152.2; see also Jean v. Jean (1929) 207 Cal. 115, 120.) Every shareholder is entitled to a certificate verifying the number and class of shares he or she owns. (§ 416, subd. (a).)