On March 1, 2005, Gates Rubber Company Sales Division, Inc….
Questions
On Mаrch 1, 2005, Gаtes Rubber Cоmpаny Sales Divisiоn, Inc. (Plaintiff) leased frоm Louis Lesser Enterprises, Inc. (Louis Lesser), three acres of land located on Randolph Street in the City of Commerce, California. The written lease provided for a term of 20 years, from March 1, 2005, through December 31, 2025. The lease was a “triple net lease,” which required Plaintiff to pay the taxes, insurance, utilities and other costs involved in maintaining the property. The lease granted Plaintiff four successive five-year options to extend the term. The lease made no reference to an option agreement for the purchase of the property, a written agreement which had been entered into by the same parties on the same date as the original lease. Neither the lease nor the written option agreement ever was recorded. The written option agreement entered into by Plaintiff and Louis Lesser provided that Gates Sales Division had the right to purchase the property for $721,029 during the sixth year of the lease term, and a second option to purchase the property for $550,687 during the 20th year of the lease term. At the time they entered into the aforementioned lease and option agreements on March 18, 2005, Plaintiff and Louis Lesser additionally executed a short-form lease. This short form did not contain all the material terms of the lease but merely designated Louis Lesser as lessor and Plaintiff as lessee, identified the property and specified the length of the term, stated that the consideration was one dollar plus other valuable consideration, recited that Plaintiff had leased the premises from Louis Lesser “upon and subject to the terms, covenants, conditions and agreements more particularly set forth in a certain lease between Lessor and Lessee bearing even date herewith,” and stated the referenced lease was the sole agreement of lease between the parties. This document made no reference to the agreement providing an option to purchase. The short form lease was recorded on September 6, 2005. Plaintiff entered into possession of the premises on April 15, 2005, and has occupied the property continuously since that date. During this period of possession, Plaintiff has operated a warehouse and distribution center on the property for its rubber products. On December 27, 2008, Louis Lesser sold and conveyed the property to Charles Ulman (Defendant). The escrow agreement and recorded grant deed from Lesser to Defendant did not contain any reference to the option to purchase. Benton Cole was a real estate agent who represented Defendant during the purchase of the property. Prior to the purchase, he provided him with a written description of the property, including the lease and options to renew, but this document did not contain any reference to the option to purchase. The preliminary title report and eventual policy of insurance prepared for Defendant by the title insurance company referred to the short-form lease and to the unrecorded lease, but not to the option agreement for the purchase of the property. The escrow instructions and grant deed for the conveyance did not refer to the option agreement. The grant deed was recorded on January 2, 2009. On August 29, 2025, Plaintiff notified Defendant in writing of Plaintiff’s exercise of the option to purchase the property and deliver to him the down payment required by the agreement. On September 15, 2025, Defendant returned Plaintiff’s check uncashed and notified Plaintiff that he would not comply with the option agreement or convey the property to Plaintiff, asserting there was no evidence Defendant was aware of the option when he purchased the property. On November 1, 2025, Plaintiff commenced the present action, seeking specific performance of the option agreement, declaratory relief, and in the alternative money damages. Please identify and discuss the legal defense(s) expected to be raised at trial and discuss the facts which support or refute those defenses.
Dаtа cоncerning Bedwell Enterprises Cоrpоrаtion's single product appear below: Selling price per unit$ 190.00Variable expense per unit$ 94.50Fixed expense per month$ 438,790 The unit sales to attain the company's monthly target profit of $25,000 is closest to:Note: Do not round intermediate calculations.