Wiethoff v. Refining Properties, Ltd.

SCOTT, J., pro tem. Plaintiff and her husband (now deceased) leased to defendant Refining Properties, Ltd., for a period of ten years commencing December, 1929, certain real property for use as a service station. This suit was brought to collect rent for five months commencing November 20, 1933, and at the trial plaintiff was permitted to amend her complaint to include rents up to the time of trial. Recovery against defendant Signal Oil & Gas Company of California, Signal Oil & Gas Company and Pacific Service Stations, as assignees, is protested by them on this appeal on the theory that they assumed no obligation to pay the rent except when actually occupying the premises, that they were not occupying the station when the rents accrued for which judgment was rendered and that they cannot be held liable therefor.

The trial court found that a written lease had been entered into by and between lessors and defendant Refining-Properties, Ltd., on or about October 18, 1929, the lease being for ten years at $550 per month rental for the first five years and $650 per month for the last five years; that defendant Signal Oil and Gas Company of California at all times has been a subsidiary of and an instrumentality of the Signal Oil and Gas Company, a Delaware corporation; that defendant Pacific Service Stations, Inc., was organized September, 1931, became the agent of the Signal Oil and Gas companies in March of 1932 to manage their service .station operations, and so operated until it became their wholly owned subsidiary in October, 1932, in which relationship it has since remained. These findings are amply supported by the evidence.

It was further found that defendant Refining Properties, Ltd., entered into possession and paid rent under the leáse until February, 1931, when it assigned the lease to Signal Oil and Gas Company of California, the latter acting for itself and as an instrumentality and agent of the Signal Oil and Gas Company, a Delaware corporation, and that it agreed to fulfill and discharge all the obligations of the lease, including payment of the rent, and entered into possession of the premises. This assignment of the lease was incidental to the transfer of a major portion of the assets of defendant Refining Properties, Ltd., to the Signal Oil and Gas Company of California by a written agreement executed by four parties, including the two above-mentioned companies, the Delaware [67]corporation and a group of individuals. The transfer included all service stations and leases, including specifically this Wiethoff lease, and the agreement recited: “Signal Oil and Gas Company of California hereby expressly assumes and agrees to pay the debts and obligations, other than the debts and obligations which may now or hereafter be owing on the properties and assets which are retained by Refining Properties, Ltd., as shown by the aforesaid statement of Haskins & Sells as of December 31, 1930.”