Ruffin v. Lilienthal (1915) · DecisionDepot

Ruffin v. Lilienthal

Name: California Superior Court Tentative Rulings
Creator: DecisionDepot
License: https://creativecommons.org/licenses/by-nc/4.0/

California Court of Appeal Mar 9, 1915 No. Civ. No. 1304.Published

Before: Burnett

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Holding. The court held that an executory contract of sale containing a release of a guaranty was conditional upon the completion of the sale; because the sale was never consummated, the release provision terminated and the guarantor remained liable.

Issues

Whether an executory contract of sale operated as a release of the defendant's obligations under a lease guaranty.
Whether the trial court erred in admitting parol evidence regarding the parties' intent concerning the contract of sale.

Disposition. affirmed

Quotations verified verbatim against the opinion

“If said contract was extinguished the provision thereof in relation to said release of the guaranty would, of course, fall with the other terms.”

“As we view it, the agreement of sale, therefore, terminated and it constituted no defense to the action on said guaranty.”

“We have already quoted above sufficient of the testimony of Mr. Ruffin to relieve the question of any doubt that the relinquishment of the liability on the guaranty was to be conditional upon the completed sale of the property.”

Synopsis

APPEAL from a judgment of the Superior Court of the City and County of San Francisco and from an order denying a new trial. E. P. Mogan, Judge.

The facts are stated in the opinion of the court.

Lilienthal, McKinstry & Raymond, for Appellant.

BURNETT, J.

The appeal is from the judgment and order denying a new trial. There is no controversy as to the facts, the construction of a certain written instrument being determinative of the merits of the case. The action was brought against Becker as lessee and Lilienthal as guarantor or surety for the recovery of the sum of two thousand one hundred dollars for rent of certain premises on Geary Street in San Francisco. As stated above, there is no dispute as to the terms of the lease, the amount due thereunder or that appellant Lilienthal guaranteed the payment of the rent. There are only two grounds upon which appellant relies for a reversal: 1. That a certain executory contract of sale dated April 29, 1908, operated as a release of the guarantor from all obligations created by said lease; and, 2. That the court erred in overruling appellant’s objections to certain questions asked of the plaintiff—the only witness examined at the trial.

The said instrument of April 29, 1908, which appellant claims to have effaced his liability under the lease, was as follows: “This Agreement, made this 29th day of April, 1908, between David T. Ruffin of San Francisco, California, first party, and E. R. Lilienthal of the same place, second party, Witnesseth:

“That first party has agreed to sell, and second party has agreed to buy, that certain property in San Francisco, California, together with the improvements thereon,” (describing said leased property) “for the sum of nineteen thousand dollars, whereof one thousand dollars have been paid by second party to first party contemporaneously herewith, and the balance shall be payable upon the completion of the purchase as hereinafter provided.

[703]

“Second party shall have thirty days after, receipt from first party of an abstract of title to said property for the payment of the balance of the purchase price against delivery of a good and sufficient deed free from encumbrance.

“If during said thirty days, second party shall point out in writing any objections to the title, first party shall have sixty days within which to remedy said defects. If during said sixty days said defects should not be remedied, then, unless the time be.extended,

this agreement shall terminate,

Ruffin v. Lilienthal

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Synopsis

BURNETT, J.

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