Since June 1, 1925, when the transactions here involved were first undertaken, the corporate names of two of the corporations before us were changed to the Security- Trust & Savings Bank of San Diego and A- H. Frost Company, from the Security Commercial Bank of San Diego and the San Diego Beach Company, respectively. No further reference will be made by us to the earlier names.

Under date of June 1, 1925, appellant entered into a subdivision sales contract with Pickering, Incorporated, whereby this corporation agreed to buy and appellant agreed to sell certain real property in the city of San Diego in the manner and upon the terms to be specified in a declaration of trust-to be executed by appellant as trustor, the Union Trust Company of San Diego as trustee, and Pickering, Incorporated, as beneficiary. Early in August, 1925, appellant conveyed the real property described in the contract- just mentioned to the Union Trust Company of San Diego. A declaration of trust was executed which by reference incorporated into its terms the Pickering, Incorporated, contract and constituted what is commonly known as a subdivision trust, whereby the legal title to the real estate was to remain in the Union Trust Company of San Diego. Sales of subdivided lots were to be made by Pickering, Incorporated, and the proceeds from such sales so divided that appellant would receive its selling price for the property. Pickering, Incorporated, was designated as the beneficiary under this trust. It was provided in the declaration of trust that in ease the beneficiary should make default in performing any of the terms of the trust- on its part to be performed the trust could be terminated and the beneficial interest foreclosed by a trustee’s sale of the trust property.

Under date of July 3, 1925, appellant entered into a contract with Bari Taylor, which the parties denominated an “Agreement of Settlement”, wherein it was recited that Taylor had made the sale of the real property described in the declaration of trust to Pickering, Incorporated, and after reciting various indebtednesses between the parties, struck a balance of $12,456.09 as due and unpaid from appellant to Taylor. In this contract it was provided “that said party of the first part (appellant) will cause to be paid from the proceeds of the sale under said Pickering contract with said A. H. Frost Company, the said sum of $12,456.09 from one-half of the net proceeds from sales under said Pickering contract to be paid to said second party (Taylor) as said money is received to the credit of said first party and after first deducting the first twenty per cent (20%) from said sales payable to said Pickering, Incorporated, as provided in said Pickering contract, until the said sum of $12,456.09 has been paid to said second party, and no payment of same is to be made except as derived from said sales”. On December 26, 1925, by a ■written instrument and for a value received Taylor assigned to Birdie Mae Taylor all his rights under this contract and the money to be derived therefrom. On December 29, 1925, Birdie Mae Taylor executed a similar written assignment to the Citizens Trust & Savings Bank of Los Angeles. By an instrument dated December 23, 1927, the Citizens Trust & Savings Bank of Los Angeles assigned all its rights under the Taylor “Agreement of Settlement” to respondent, which then became and continued to be the holder thereof. This last assignment was evidently not delivered until January, 1928.

On November 12, 1925, appellant addressed a letter to the Union Trust Company of San Diego, the material parts of which are as follows:

After the execution of the Pickering, Incorporated, contract of June 1, 1925, and the declaration of trust just mentioned, Pickering, Incorporated, apparently entered upon the performance of its obligations under these instruments. It found purchasers for some of the subdivided property but did not actually consummate any sales. For some reason not disclosed by the record this corporation and appellant decided to dissolve the trust in which Pickering, Incorporated, was named as beneficary. This last-named corporation was paid $20,000 and consented to a dissolution of the trust, which dissolution was accomplished about February, 1926. While Taylor knew of this action the Citizens Trust & Savings Bank of Los Angeles had no notice or knowledge of it.

In March, 1926, a second trust was executed by A. H. Frost Company as trustor, Union Trust Company of San Diego, as trustee, and E. A. Walsh, and A. L. Mitchell, as beneficiaries, whereby the two beneficiaries were substituted to all of the obligations, rights and benefits of Pickering, Incorporated, under the original trust. Neither declaration of trust is set forth in the record. Very brief summaries of the documents are inserted instead of exact copies. The second declaration of trust, which we will hereafter refer to as the “Walsh Trust”, is described in the record as follows:

The Pickering, Incorporated, declaration of trust, by its express terms incorporated within its provisions the contract of June 1, 1925, between appellant and Pickering, Incorporated, which was the original contract of sale between those parties and under the terms of which the rights and obligations of all the parties connected with these transactions seem to have had their origin. As it affirmatively appears from the record that the Walsh trust embodied “the same terms and provisions of sale” as the Pickering, Incorporated, trust we must conclude that the Walsh trust also incorporated within its terms the provisions of the agreement of June 1, 1925, between Pickering, Incorporated, and appellant, and that the real effect of the Walsh trust was to continue in operation the terms and conditions of the contract of June 1, 1925, and the Pickering, Incorporated, trust with the substitution of Walsh and Mitchell in the place of Pickering, Incorporated, the beneficiary in the earlier declaration of trust.

About January 3, 1928, the respondent bank was preparing to take from the Citizens Trust & Savings Bank of Los Angeles an assignment of the interest it had acquired in the proceeds of the sale of the real property described in the declaration of trust and under the original Taylor-A. H. Frost Company contract and the Taylor assignment. Neither of the banks had at that time any notice or knowledge of the cancellation of the Pickering, Incorporated, trust, or the execution of the Walsh trust, which facts were not disclosed to either of them by Taylor, appellant or the Union Trust Company of San Diego until on or about March 27, 1929. Before accepting the assignment from the Citizens Trust & Savings Bank of Los Angeles respondent caused to be prepared and delivered to the Union Trust Company of San Diego by appellant, the following letter:

As a part of this transaction respondent had prepared and executed by the Citizens Trust & Savings Bank of Los Angeles and delivered to the Union Trust Company of San Diego a letter which in detail referred to the Taylor-appellant “Agreement of Settlement”, the assignment by Bari Taylor to Birdie Mae Taylor and by Birdie Mae Taylor to the Citizens Trust & Savings Bank of Los Angeles, the letter of appellant to the Union Trust Company of November 12, 1925, and the assignment by the Citizens Trust & Savings Bank of Los Angeles to respondent, which letter concluded with an order directing the Union Trust Company of San Diego to pay to respondent the moneys accruing under these various documents.

During these negotiations and before the consummation of the assignment to appellant, and on January 13, 1928, the following letter was sent from the then attorneys for appellant to the attorneys for respondent:

Without any knowledge of the cancellation of the Pickering trust and the execution of the Walsh agreement and seemingly satisfied from its investigations and the letters of appellant that it would succeed to Taylor’s rights under the original Pickering, Incorporated, trust, respondent accepted the assignment from the Citizens Trust & Savings Bank of Los Angeles as collateral security for a loan of about $7,000 to Taylor. The facts before us would seem to indicate the necessary elements of an estoppel against a defense interposed by appellant in the trial court, but estoppel was neither plead nor were the facts upon which it could be based found in the court below. It does not seem to have been considered at the trial.

After the cancellation of the Pickering, Incorporated, trust and the execution of the Walsh trust the Union Trust Company of San Diego, with the knowledge of appellant, paid to the Citizens Trust & Savings Bank of Los Angeles and to respondent in various amounts the total sum of $3,941.40, out of the moneys which it received from sales of property under the Walsh trust, which sales were made by Walsh and Mitchell.

Walsh and Mitchell became in default in the performance of their obligations under the Walsh trust and early in 1929 these beneficiaries with appellant and the Union Trust Company of San Diego, but without the knowledge or consent of respondent, by contract dissolved the Walsh trust, and the trustee, on the request of appellant, deeded the property involved to Martha M. Frost. No foreclosure proceedings or foreclosure of the trust estate were had as required in the declaration of trust in order to terminate the trust upon default of the beneficiaries.

On March 27, 1929, the Union Trust Company of San Diego notified respondent of the termination of the trust and that future payments to it would be discontinued. Respondent thereupon brought this action and was given judgment against appellant for $8,514.69, the amount unpaid on the original A. H. Frost Company indebtedness to Taylor, as determined in their “Agreement of Settlement”. This judgment is under attack here on this appeal.

It is the theory of the respondent that an equitable assignment of the proceeds to be received from the sale of the real property described in the declarations of trust to the amount of $12,456.09 was made by appellant and that the right to receive such moneys and the equitable interest in them passed to respondent by the various assignments which have been mentioned. This theory seems to be supported by the record and the decisions of our courts. In the case of Goldman v. Murray, 164 Cal. 419 [ 129 Pac. 462, 463 ], it was said:

It is also self-evident that appellant regarded the Walsh trust as a continuation of the terms of the Taylor “Agreement of Settlement”, the appellant-Pickering, Incorporated, contract, and the Pickering, Incorporated, trust, in so far as the rights of Taylor and his assignees to partiei pate in the proceeds derived from the sale of the real property are concerned. No other view could reasonably explain the letters written by appellant and its acquiescence in the payment to the Citizens Trust &■ Savings Bank of Los Angeles and to respondent of $3,941.40 derived from the sales of the trust property after the cancellation of the Pickering, Incorporated, trust and the execution of the Walsh trust.

The construction which the parties to a contract place upon its terms is often taken as the best evidence of what they intended by its provisions. In Mitau v. Roddan, 149 Cal. 1 [6 L. R. A. (N. S.) 275, 84 Pac. 145, 150 ], it was said:

By the voluntary termination of the trust in a manner not authorized by and contrary to its terms and the conveyance of the real property to Martha M. Frost, any possibility of respondent receiving further payments from the proceeds of the sale of the trust property was removed. Appellant cannot be permitted to thus defeat its own contract and avoid the payment of its indebtedness.

Judgment affirmed.

Barnard, P. J., and Jennings, J., concurred.

. A petition for a rehearing of this cause was denied by the District Court of Appeal on October 11, 1932, and an application by appellant to have the cause heard in the Supreme Court, after judgment in the District Court of Appeal, was denied by the Supreme Court on November 17, 1932.