Express Agreement Assumption

An assignee who takes possession of the premises without entering into an acquisition contract is bound by all leases that operate with the land under inheritance law. However, with the assignment of the lease, the former tenant of the assignment, now the assignor, is exempt from all his obligations, the inheritance law being no longer in place. (Kelly v. Tri-Cities Broadcasting, Inc. (1983) 147 Cal.App.3d 666, 678 (“Tri Cities”).) The result is quite different if a tenant assumes the obligations arising from the rental agreement on the basis of an explicit agreement. The takeover agreement creates a new contractual regime between the owner and the assignee, which may be imposed by the owner as a third party beneficiary, regardless of whether the lessor has been part of the takeover agreement. Accordingly, the assignee is obliged to fulfil all the obligations of the lease for the remainder of its term, unless the lessor releases it. (Hartman Ranch Co. v. Associated Oil Co. (1937) 10 Cal.2d 232, 244-245; Rest.2d Property, owner and tenant, § 16.1 (4), com.c, p. 121; BRE DDR BR Whittwood CA LLC v. Farmers & Merchants Bank of Long Beach (2017) 14 Cal.App.5th 992, 1000.) Subsequently, the defendant acquired the tenant`s business, including the lease.

The contract of sale confirmed the lease and added an exhibit that read, “Land lease for the real estate on which the radio station is located.”(Id.) In deciding in favor of the owner, the trial court agreed with the owner that this language was sufficient evidence that the assignee had expressly assumed the obligations arising from the lease agreement. The Court of Appeal disagreed. For compliance with contract law, the courts assume an “explicit acceptance” of the contractual obligations of the rental agreement. (Enterprise Leasing Corp. v. Shugart Corp. (1991) 231 Cal.App.3d 737, 746.) Only then will the law make a secessionist responsible for rental obligations. (Id.) The principles underlying an implied contract are that no person should receive unfair benefits at the expense of another person, and a written or oral agreement is not required to achieve fair play. For example, the implied warranty is a kind of tacit contract. When a product is purchased, it must be able to perform its function. A new refrigerator must keep the food cool or the manufacturer or seller has not fulfilled the conditions of a tacit contract. However, the courts have refused to maintain such agreements where a party has a patent disadvantage in bargaining power.

For example, a contract that exempts an employer from liability for negligence towards workers is contrary to public policy. A carrier carrying goods or hire passengers cannot thus escape public liability, even if the agreement limits the recovery to an amount lower than the probable damage. . . .