Blumenthal v. Neider

California Court of Appeal Aug 1, 1960 No. Civ. No. 19132Published

Before: Stone

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Holding. The court held that the lease agreement was ambiguous regarding the identity of the lessee, justifying the admission of extrinsic evidence, and that substantial evidence supported the trial court's finding that the appellant was personally liable as the lessee.

Issues

Whether the lease agreement was ambiguous, thereby permitting the admission of extrinsic evidence to determine the identity of the lessee.
Whether the appellant was personally liable for rent under the lease agreement or was acting solely on behalf of a corporation.
Whether the trial court's findings regarding the appellant's personal liability and the rejection of a settlement offer were supported by substantial evidence.

Disposition. affirmed

Quotations verified verbatim against the opinion

“We think the trial court was justified in admitting extrinsic evidence to aid it in interpreting the document”

“There is sufficient evidence of a substantial nature to support the finding of the trial court that appellant was in fact the lessee of the premises”

STONE, J. pro tem.* This is an appeal from a judgment for rent due under the terms of a lease of real property. Appellant prepared an offer to lease two storerooms from respondent for a period of 10 years, which offer respondent accepted. The question presented by this appeal is whether appellant personally leased the premises or whether he was acting on behalf of a corporation to be formed. The agreement reads as follows:

[1] “I hereby offer to lease ground floor stores known as 86-90 Market St., San Francisco, for the following period, upon the following terms and conditions and for the following use, to-wit :

[2] “Period of lease shall be 10 years. Rental under lease shall be $650.00 per Mo., payable monthly in advance.

[3] “Lease period and rental shall commence as of the date I open for business, or 90 days after premises are available, whichever date is the earlier.

[4] “I agree to install fixtures and equipment in premises of a cost value of not less than $20,000 and agree to give lessor a chattel mortgage to secure performance of lessee’ [sic] obligation on all fixtures and equipment when installed.

[5] “The expense of remodeling and redecorating premises for lessee’s use shall be borne by lessee and lessee shall first submit plan of proposed alteration and secure lessor’s approval thereof before undertaking work.

[6] “Lessee shall use premises for a place of public entertainment and club and for the sale of food and refreshments and merchandise including alcoholic beverages.

[7] “It is the intent hereof that Samuel R. Neider shall not be the lessee but that the corporation to be formed shall be the sole and only lessee.

[8] “I enclose herewith check in the sum of $650.00 to be applied on first month’s rental.

[9] “10-day period allowed for the acceptance of this offer.’’

Appellant personally paid the $650 monthly rental up to and including January, 1955. The judgment is for rent which accrued between that date and expiration of the lease March 4, 1957. Appellant contends that he was not the lessee but that he was acting on behalf of a corporation as provided in paragraph [7] of the agreement. He denies that it was ever the intent of the parties that he should personally assume the obligations of the lease. During the trial the court found the document to be ambiguous and admitted extrinsic evidence as [421]

Blumenthal v. Neider

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