Henderson Prospect Partners v. Apple Annie's Porterville CA5

Filed 7/10/13 Henderson Prospect Partners v. Apple Annie’s Porterville CA5

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIFTH APPELLATE DISTRICT

HENDERSON PROSPECT PARTNERS, L.P., F064203 Plaintiff and Appellant, (Super. Ct. No. 10-235927) v.

APPLE ANNIE’S PORTERVILLE, INC. et al., OPINION Defendants and Respondents.

APPEAL from a judgment of the Superior Court of Tulare County. Paul A. Vortmann, Judge. Caswell, Bell & Hillison, Robert K. Hillison and Kimberly L. Mayhew for Plaintiff and Appellant. Horswill, Mederos & Soares and Joseph F. Soares for Defendants and Respondents. -ooOoo- Appellant Henderson Prospect Partners, L.P., challenges the trial court’s ruling that respondents, C. Mark Anderson and Charles Zandberg, were not personally liable for

performance of a lease entered into by appellant and Apple Annie’s of Porterville, Inc., a corporate tenant. This lease was signed by four individuals on behalf of Apple Annie’s, William T. Brown, as president, Paul D. Beilstein, as secretary, and Anderson and Zandberg. Because Anderson and Zandberg did not identify themselves as agents of the corporation, appellant contends that they are personally liable under the lease. Appellant further argues that the lease is unambiguous and therefore the trial court erred in admitting extrinsic evidence regarding Anderson’s and Zandberg’s capacity. Contrary to appellant’s position, the signatures on the lease were ambiguous. Therefore, the extrinsic evidence was admissible. Further, the trial court’s finding that Anderson and Zandberg signed the lease on behalf of the corporation is supported by substantial evidence. Accordingly, the judgment will be affirmed. BACKGROUND In 2002, William Brown, the owner and operator of Apple Annie’s Restaurant in Tulare, contacted appellant’s general partner, David Paynter, regarding restaurant space in Porterville. The two eventually reached an oral agreement. Thereafter, Brown formed Apple Annie’s of Porterville, Inc. (Apple Annie’s), to enter into a lease with appellant. The corporate directors were Brown, Paul Beilstein, Anderson, Zandberg and Jose Perdamo. A lease agreement “by and between Henderson-Prospect Partners, L.P., a California limited partnership (‘Landlord’), and Apple Annie’s Porterville, Inc. (‘Tenant’)” was prepared by David Paynter’s wife, Robyn Paynter. The signature block on the lease designates the landlord as Henderson-Prospect Partners, L.P. with a signature line below for David H. Paynter, general partner. The tenant is identified as Apple Annie’s Porterville, Inc. with signature lines below set out in two columns. Directly below are signature lines for Brown and Beilstein and below and to the right are signature lines for Anderson and Zandberg. Under the signature block the lease states: