ARC Retail 1 v. Orange Coast Title Co. of Southern Cal. CA4/3

FACTS

A. Factual Background The underlying action involves a shopping center located in Westminster (the Property). A leasehold interest in the Property (Lease) was created in 1986. The Lease was amended over time and recorded in 1991. Prior to the events at issue, WRW Properties, LLC (WRW) owned the fee estate interest in the Property. WRW took such title to the Property in 2001,

2 subject to the pre-existing Lease and tenancy of Brookhurst Town Center, LLC’s (BTC) predecessors. The Lease, as amended, was assigned between various third parties before being acquired by BTC in 2007. In 2014, WRW acquired a loan from First Choice Bank, which was secured by a deed of trust on the fee estate interest in the Property (First Choice Bank Deed of Trust). BTC agreed to sell its leasehold interest to JVS Development LLC (JVS). JVS obtained financing for purchase of the Lease from ARC’s predecessor in interest, Artemis Realty Capital Advisors, LLC (Artemis). The purchase agreement between BTC and JVS contained joint escrow instructions for the transaction (BTC-JVS Instructions), identifying Amerilink Escrow, Inc. (Amerilink)1 as the “Escrow Holder” and Orange Coast as the “Title Company.”…