Henderson Prospect Partners v. Apple Annie's Porterville CA5

BACKGROUND

In 2002, William Brown, the owner and operator of Apple Annie’s Restaurant in Tulare, contacted appellant’s general partner, David Paynter, regarding restaurant space in Porterville. The two eventually reached an oral agreement. Thereafter, Brown formed Apple Annie’s of Porterville, Inc. (Apple Annie’s), to enter into a lease with appellant. The corporate directors were Brown, Paul Beilstein, Anderson, Zandberg and Jose Perdamo. A lease agreement “by and between Henderson-Prospect Partners, L.P., a California limited partnership (‘Landlord’), and Apple Annie’s Porterville, Inc. (‘Tenant’)” was prepared by David Paynter’s wife, Robyn Paynter. The signature block on the lease designates the landlord as Henderson-Prospect Partners, L.P. with a signature line below for David H. Paynter, general partner. The tenant is identified as Apple Annie’s Porterville, Inc. with signature lines below set out in two columns. Directly below are signature lines for Brown and Beilstein and below and to the right are signature lines for Anderson and Zandberg. Under the signature block the lease states:

2. “If Tenant shall be a CORPORATION, the authorized officers must sign on behalf of…