Stillwell Hotel Co. v. Anderson

DESMOND, J.,

pro tem.

Business District Development Company, Inc., appeals from an order of the superior court denying its motion to intervene in an action which was filed July 21, 1933, in the Superior Court of Los Angeles County. The defendants therein named are William IT. Anderson, also known as Wm. H. Anderson, and Business District Development Company, a corporation. It will be

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noted that Business District Development Company, as a defendant, has the suffix “a corporation”, and as appellant here, the suffix “Inc.”, but the two names describe the one organization, as appears from the allegations of the proposed complaint in intervention. It will be hereinafter referred to as the Development Company.

The suit was filed by Stillwell Hotel Company, a corporation, lessee of property at one time owned by the Development Company, upon which a large hotel had been constructed with funds raised by means of a first mortgage bond issue in the sum of $600,000. Default arose in the payment of principal and interest and foreclosure took place, with the result that the lessee was ousted from possession of the premises on December 8, 1932. The lease had been written in 1926 for a term of thirty years, and for the loss resulting from the premature termination of the lease and disposition of the furnishings therein at a sacrifice price, the plaintiff sought damages in the sum of $200,000. Title to the property, subject to the lien for $600,000 created by the bond issue, had passed on December 20, 1930, to Anderson upon his foreclosing a junior lien 'in the sum of $100,000, which in 1928 he had received from the successor in interest of the Development Company. The lease had been signed by Citizens Trust & Savings Bank, as lessor, acting as trustee for the Development Company, and when Anderson became the owner of the fee, the trustee assigned the lease to him on January 2, 1931, at which time he agreed in writing “to be bound as Lessor by all the obligations thereof”. The Development Company had agreed in writing on October 20, 1926, the day its trustee signed as lessor to Stillwell Hotel Company, “to be bound by and to carry out and perform and to guarantee the faithful performance of each and all of the terms, covenants and conditions contained in said lease to be kept and performed by the Lessor”. One of the conditions was the agreement by the lessor “not to permit any default to occur in the mortgage or trust deed securing said original bonded indebtedness”. The lease was made binding by its terms not only upon the parties “but upon each and every one of the heirs, executors, administrators, successors, assigns and legal representatives of the respective parties hereto”.