The contract made in his presence was not a confidential communication. (Code Civ. Proc., sec. 1881; In re Bauer , 79 Cal. 304, 312, and cases cited; Britton v. Lorenz , 45 N.Y. 51; Gallagher v. Williamson , 23 Cal. 331; 83 Am. Dec. 114; Sparks v. Sparks, 51 Kan. 195; Coveney v. Tannahill, 1 Hill, 33; 37 Am. Dec. 287; Hughes v. Boone , 100 N.C. 347; Gruber v. Baker, 20 Nev. 453; Haley v. Eureka County Bank, 21 Nev. 127; Patten v. Moor , 29 N.H. 163; Appeal of Goodwin etc. Co ., 117 Pa. St. 514; 2 Am. St. Rep. 696.) Every error is prima facie an injury to the party against whom it is made; and the other party must clearly show that no injury could have been done or was done. (Jackson v. Feather River Water Co ., 14 Cal. 25; Carpentier v. Williamson , 25 Cal. 167; Norwood v. Kenfield , 30 Cal. 400; Rice v. Heath , 39 Cal. 612.)

" It is evident from this statement that defendant consulted with Ralls as a legal adviser, and while, if he were guilty of the murder, it may have had a tendency to show an effort on his part to defraud his partner's estate, and to make profit out of his death, by appropriating to himself the partnership property, it did not necessarily have that tendency and was clearly a privileged communication. If he consulted him in the capacity of an attorney, and the communication was in the course of his employment, and may be supposed to have been drawn out in consequence of the relations of the parties to each other, neither the payment of a fee nor the pendency of litigation was necessary to entitle him to the privilege. Williams v. Fitch, 18 N.Y. 546; Britton v. Lorenz, 45 N.Y. 51; Bacon v. Frisbie, 80 N.Y. 394; Andrews v. Simms, 33 Ark. 771. In the language of Mr. Justice Story, speaking for this court in Chirac v. Reinicker, 11 Wheat. 280, 294: "Whatever facts, therefore, are communicated by a client to a counsel solely on account of that relation, such counsel are not at liberty, even if they wish, to disclose; and the law holds their testimony incompetent."

If he consulted him in the capacity of an attorney, and the communication was in the course of his employment, and may be supposed to have been drawn out in consequence of the relations of the parties to each other, neither the payment of a fee nor the pendency of litigation was necessary to entitle him to the privilege. Williams v. Fitch, 18 N.Y. 546; Britton v. Lorenz, 45 N.Y. 51; Bacon v. Frisbie, 80 N.Y. 394; Andrews v. Simms, 33 Ark. 771. In the language of Mr. Justice Story, speakingfor this court in Chirac v. Reinicker [ 24 U.S. 280], 11 Wheat. 280, 294 [ 6 L.Ed. 474, 477]: `Whatever facts, therefore, are communicated by a client to a counsel solely on account of that relation, such counsel are not at liberty, even if they wish, to disclose; and the law holds their testimony incompetent.

The memorandum, written the very day plaintiff's summons and complaint were drafted, began by referring to Blaney's conversations with plaintiff's counsel and went on to express the lawyer's views regarding the rejection language of the form. Communications from an attorney to a client dealing with the substance of imminent litigation generally will fall into the area of legal rather than business or personal matters (see, Britton v Lorenz, 45 N.Y. 51, 57; Whiting v Barney, 30 N.Y. 330, 334). That the memorandum does not reflect legal research is not determinative, where the communication concerns legal rights and obligations and where it evidences other professional skills such as lawyer's judgment and recommended legal strategies (see, 8 Wigmore, Evidence § 2296, at 567 [McNaughton rev ed 1961]). So long as the communication is primarily or predominantly of a legal character, the privilege is not lost merely by reason of the fact that it also refers to certain nonlegal matters (id.; see also, Gergacz, Attorney-Corporate Client Privilege, at 3-30 [1987]).

"If he consulted him in the capacity of an attorney, and the communication was in the course of his employment, and may be supposed to have been drawn out in consequence of the relations of the parties to each other, neither the payment of a fee nor the pendency of litigation was necessary to entitle him to the privilege. Williams v. Fitch, 18 N.Y. 546; Britton v. Lorenz, 45 N.Y. 51; Bacon v. Frisbie, 80 N.Y. 394; Andrews v. Simms, 33 Arkansas, 771. "In the language of Mr. Justice Story, speaking for this court in Chirac v. Reinicker, 11 Wheat. 280, 294: `Whatever facts, therefore, are communicated by a client to a counsel solely on account of that relation, such counsel are not at liberty, even if they wish, to disclose; and the law holds their testimony incompetent.'"

Section 835 of the Code of Civil Procedure provides in substance that an attorney shall not be allowed to disclose a communication made by his client to him or his advice given thereon, in the course of his professional employment. Such communications have referred to a deed ( Root v. Wright, 84 N.Y. 72); an affidavit ( Williams v. Fitch, 18 N.Y. 546); a chattel mortgage ( Yates v. Olmsted, 56 N.Y. 632) and a bill of sale ( Britton v. Lorenz, 45 N.Y. 51). Also the summary power of courts over attorneys may be exercised in matters unrelated to court proceedings, the rule being stated in Matter of Husson (26 Hun, 130).

The attorney then testified that the copy was the second will. It was held that the evidence of the attorney and his stenographer and the paper offered were properly excluded. I think that decision is inapplicable and that the case under consideration rather falls within the principle of Hurlburt v. Hurlburt ( 128 N.Y. 420); Doheny v. Lacy ( 168 N.Y. 213) and Britton v. Lorenz ( 45 N.Y. 51). In Hurlburt v. Hurlburt a father and son went together to an attorney for advice on a matter in which they were both interested.

It is the completeness of the transfer and its effect upon the debtor in business, and not the name or form of the instrument or transaction, that gives it character. Any transfer by a trader or merchant of all his stock and business, when it covers substantially all his property, may be an assignment within the meaning of the policy in spite of its form or the name given to it. ( Brown v. Guthrie, 110 N.Y. 441; Britton v. Lorenz, 45 N.Y. 51; Dana v. Lull, 17 Vt. 390; Kendall v. Bishop, 76 Mich. 634; White v. Cotzhausen, 129 U.S. 329.) In case of ambiguity or uncertainty concerning the meaning of conditions in contracts of this character, that meaning is to be adopted which is most favorable to the assured.

( Sheldon Hat Co. v. Eickemeyer Hat Co., 90 N.Y. 607; Kent v. Quicksilver Mining Co., 78 N.Y. 159.) Hostile third parties, such as judgment creditors, could not elect for the corporation nor take any advantage of the president's mistake, except to make use of it upon an application to the proper authority for the removal of the assignee as a person unfit to discharge the duties of the trust. Under the Assignment Act of 1860 it was held that both the acknowledgment and the indorsement of a certificate thereof were essential to the transfer of title. ( Hardmann v. Bowen, 39 N.Y. 196; Britton v. Lorenz, 45 N.Y. 51; L. 1860, ch. 348.) The Assignment Act of 1877 requires that every assignment for the benefit of creditors shall be "duly acknowledged before an officer authorized to take the acknowledgment of deeds, and every such * * * assignment shall be recorded."

The issue, however, as to consideration of the alleged bill of sale is immaterial, as the assignment was a general one for the benefit of creditors and void under the statute. (Bishop on Insolvent Debtors, sec. 104; Civ. Code, sec. 3449; O'Kane v. Daly , 63 Cal. 317; Beardsley v. Frame , 85 Cal. 134; Dana v. Stanford , 10 Cal. 269; Britton v. Lorenz , 45 N.Y. 51; Beers v. Lyon , 21 Conn. 604; Bishop v. Hart , 28 Vt. 71; Kimball v. Evans , 58 Vt. 655.)          JUDGES: Britt, C. Vanclief, C., and Haynes, C., concurred.