Petrolink, Inc. v. Lantel Enters.

230 Cal. Rptr. 3d 283, 21 Cal. App. 5th 375
CourtCalifornia Court of Appeal, 5th District
DecidedMarch 15, 2018
DocketD073012
StatusPublished
Cited by2 cases

This text of 230 Cal. Rptr. 3d 283 (Petrolink, Inc. v. Lantel Enters.) is published on Counsel Stack Legal Research, covering California Court of Appeal, 5th District primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Petrolink, Inc. v. Lantel Enters., 230 Cal. Rptr. 3d 283, 21 Cal. App. 5th 375 (Cal. Ct. App. 2018).

Opinion

AARON, J.

*378I.

INTRODUCTION

In this appeal, plaintiff Petrolink, Inc. (Petrolink) seeks a modification of a judgment entered in its favor on its cause of action for specific performance. Petrolink leased a parcel of undeveloped property from defendant Lantel Enterprises (Lantel), pursuant to a lease agreement that included a provision allowing the lessee to purchase the property at the fair market value of the property according to an appraisal. Petrolink notified Lantel of its desire to exercise the purchase option, but the parties obtained appraisals that were far apart in their valuation of the property. The parties ultimately could not agree on the fair market value of the property.

The parties sued each other, each asserting various causes of action, including specific performance, claiming that the other party had refused to complete the sale and purchase transaction, and essentially seeking a judicial determination as to *286the fair market value of the property. During the pendency of the litigation, Petrolink continued to pay Lantel monthly rent on the property.

The case went to trial before a judge. At trial, Lantel did not dispute that Petrolink had exercised the purchase option. Instead, Lantel's main contentions at trial were that (1) the option in the lease could not be enforced because it was insufficiently certain since it did not contain a purchase price, and (2) if the option was enforceable, Lantel should be the party to obtain the appraisal and set the sale price. The main factual issue at trial concerned what *379the fair market value of the property was at the time Petrolink notified Lantel of its desire to purchase the property. The judge appointed an expert and obtained an independent appraisal of the property, which, not surprisingly, was between the values in the appraisals that the parties had obtained. The trial court ultimately entered judgment in favor of Petrolink on its specific performance cause of action and made a finding that the date on which Petrolink exercised the purchase option was August 25, 2011, the date of its letter notifying Lantel of its desire to exercise the purchase option. The court ordered Lantel to sell the property to Petrolink for $889,854.00, which is what the court determined the fair market value of the property was as of August 25, 2011. Although Petrolink had requested an offset against the purchase price for the value of the rents it had paid after exercising the purchase option, the court did not grant Petrolink an offset for any of the rent that it had paid to Lantel during the pendency of the litigation.

On appeal, Petrolink contends that the trial court erred in failing to offset the rents it paid to Lantel through the pendency of this litigation against the purchase price. According to Petrolink, once it validly exercised the option to purchase the property, a contract for purchase and sale was created, and the lease between the parties was extinguished, such that no further rents were due or owing to Lantel. In response, Lantel asserts that Petrolink never provided an unconditional acceptance of the terms of the purchase option?a position that it did not take in the trial court?and therefore, did not validly exercise the purchase option. Lantel also argues that the fact that Petrolink continued to pay rent reflects the parties' understanding that rent would remain due during the pendency of any litigation, and further argues that the trial court did not provide Petrolink with an offset because the court weighed the equities and determined that Petrolink was not entitled to an offset for the rents that it paid to Lantel.

Given the court's finding that Petrolink validly exercised the purchase option on August 25, 2011, and given that Lantel has not challenged this determination, which underpins the entire judgment of specific performance in favor of Petrolink, through a cross-appeal, that portion of the court's judgment is established. We therefore agree with Petrolink that once it exercised the purchase option, the lease was terminated and a contract for purchase and sale came into existence. To the extent that the trial court denied Petrolink an offset for the rents that it paid during the pendency of the litigation, the court failed to account for the delayed performance of the contract for purchase and sale. Specifically, the court failed to place the parties in the positions in which they would have been at the time the sale and purchase contract should have been performed.

We therefore reverse the judgment to permit the trial court to undertake an accounting between the parties, in a manner consistent with the discussion *380that follows. The accounting shall take into account *287the delay in performance of the contract and must place both parties in the positions in which they would have been if the contract had been timely performed.1

II.

FACTUAL AND PROCEDURAL BACKGROUND

The parties were signatories to a lease that was originally entered into by Lantel and Tosco Corporation in 1998. The lease pertained to a parcel of land near an interchange between Interstate 15 and Highway 138 in San Bernardino County. Petrolink eventually obtained a leasehold interest through various assignments to different entities.

The lease contained a provision granting the tenant the right to purchase the property at any time, for fair market value, after an initial 10-year term had elapsed. The specific language of the purchase option provision is as follows:

"21. RIGHT TO PURCHASE. As long as the Tenant is not in default of this Agreement, Tenant will have an option to purchase the property at any time after the first Ten (10) years of the lease term at a price equal to the fair market value of the property based on an appraisal."

On August 25, 2011, Petrolink mailed a letter to Lantel indicating its desire to exercise the purchase option in the lease, and asking Lantel to provide it with an appraisal regarding what Lantel believed to be the fair market value of the property.2 According to the trial testimony of one of Lantel's principals, Lantel understood Petrolink's August 25, 2011 letter to be an exercise of its option to purchase the subject property.

Lantel hired an appraiser to determine the fair market value of the property. Lantel's appraiser concluded that the fair market value of the property was $1,615,000. Based on the appraisal, Lantel offered to sell Petrolink the property for $1,615,000.

In response, Petrolink offered to purchase the property for $320,000, based on an appraisal that Petrolink had separately commissioned. Lantel did not respond to Petrolink's offer of $320,000. Petrolink sent another letter to Lantel, this time offering to purchase the property for "roughly" $486,000.

*381In a letter dated October 25, 2011, Petrolink proposed that the parties obtain a third appraisal of the property in order to determine the fair market value. Lantel did not respond to Petrolink's proposal that the parties share the cost of obtaining a third appraisal.

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230 Cal. Rptr. 3d 283, 21 Cal. App. 5th 375, Counsel Stack Legal Research, https://law.counselstack.com/opinion/petrolink-inc-v-lantel-enters-calctapp5d-2018.