(concurring):

While I am compelled to agree with the result that is reached, I discount the force of some of the considerations which my Brothers have emphasized.

The fact that Douglass and Reese were officers of both Kent-Reese and Big Boy L irrelevant. There is no suggestion that either was guilty of actual fraud and, as noted in the principal opinion, “Neither side has questioned their good faith.” With others involved, and pursuant to competent legal advice, they entered into an open, good faith arrangement by which there was an attempt to create a secured, immediately effective right.

The agreement was not recorded, and in none of its provisions can there be seen any indication of intention to assign the obligation itself. Rather it was the note evidencing the obligation of Kent-Reese to Big Boy which was the intended security. For this reason I cannot agree with my Brother Duniway that paragraph 3 of the agreement is the “pertinent provision.” Under the language of that paragraph nothing was assigned to the individual appellants. There was only the “assignment” to Kent-Reese of the right to offset, against its obligation to Big Boy, any amounts which it might be required- to pay to Messrs. Douglass and Reese under the terms of the guaranty. The guaranty is contained in paragraph 2 of the agreement, which reads,

This is the provision under which the appellants obtained whatever rights they had. As I see it, paragraph 3 neither adds nor detracts, for it merely states the obvious, that Kent-Reese would have no right to a reduction in the amount of its debt to Big Boy by virtue of its obligation under the guaranty agreement unless and until Kent-Reese should suffer financial detriment by being required to comply with its agreement. In determining whether there was a “trans *915 fer of property” which was “perfected” on November 1, 1959, the whole agreement must be considered, but the provision of paragraph 2 is that which is especially relevant.

Since there was no valid assignment of the Kent-Reese debt, the agreement did not provide Douglass and Reese with a fixed security unless it effected, under California law, a valid pledge of the note. This it did not do, as the record does not indicate that possession of the note was surrendered by Big Boy, the payee, to those who might have become pledgees. A California statute, in force at the time of the agreement, expressly provided that a valid pledge could not be accomplished without physical delivery of the pledged property to the pledgee or to a pledgeholder. Cal.Civ.Code § 2988 (Repealed. Stats. 1963, c. 819, p. 1997 § 2). Compare Ladd v. Myers, 4 Cal.App. 352 , 87 P. 1110 (1906); Salomon v. Ellis, 34 Cal.App.2d 672 , 94 P.2d 393 (1939).