Gould v. Corinthian Colleges, Inc.
120 Cal. Rptr. 3d 943
Cal. Ct. App.2011Background
- Gould owned a commercial building and leased it to Learning Tree University, Inc. (Learning Tree).
- Learning Tree assigned the lease to Corinthian Colleges, Inc. (Corinthian) and an amendment allowed early termination on November 30, 2005 after four years.
- The termination requires four conditions, including a payment of $136,500 in cash or immediately available funds at two points.
- Corinthian paid $136,500 at notice via a mix of cash and applying $16,442.90 of security deposit, leaving $7,722.10 of the deposit to cover invoices and disputing some charges.
- Gould claimed Corinthian breached the lease by not paying in full and by applying part of the security deposit to the termination payment.
- Trial court found Corinthian substantially complied and that Gould waived strict performance by accepting the payments.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Waiver of early termination despite antiwaiver clause | Gould: antiwaiver clause prevents waiver | Corinthian: Gould waived rights by accepting benefits | Waiver found; antiwaiver not controlling |
| Whether partial security deposit payment constitutes waiver | Gould argues partial payment breaches terms | Corinthian contends partial payment acceptable | Waiver occurred; partial payment adequate to waive defects |
| Damages for condition of premises | Gould sought damages for alterations, leaks, tiles | Complaint misframed as declaratory; damages not pleaded | Damages trial limited to condition of premises; damages claim revived |
| Procedural issue on statement of decision | Gould: trial court failed to issue tentative decision | No prejudice shown | Procedural issue without prejudice; not fatal to judgment |
Key Cases Cited
- Black v. Arnold Best Co., 124 Cal.App.2d 378 (Cal. App. 1954) (waiver as implied conduct; question of fact for trial court)
- Salton Community Services Dist. v. Southard, 256 Cal.App.2d 526 (Cal. App. 1967) (waiver by acceptance of benefits)
- California Academy of Sciences v. County of Fresno, 192 Cal.App.3d 1436 (Cal. App. 1987) (pleading defects and reliance on waiver defenses)
- Hilliard v. A. H. Robins Co., 148 Cal.App.3d 374 (Cal. App. 1983) (defects in pleading ignored when tried on theory)