Treadaway

Defendants’ petition for rehearing points out that our opinion omits mention of the trial court’s finding that, shortly before the merger of Cal-Camellia into Gilmedco, “[p]laintiff, in writing, consented to the .assignment and to the transfer by operation of law of the Woodland lease to Gilmedco, and represented that the lease had not been modified since its execution on August 1, 1968.”

The omission was no oversight. The finding in question is not material to any issue on this appeal. It was not a finding that plaintiff represented that the written lease, when executed (signed), conformed with the actual agreement of its signatories.

Respondents’ petition for a hearing by the Supreme Court was denied Januaiy 29, 1975. Richardson, J., did not participate therein.

Plaintiff appeals from a judgment which declares the amount of annual rental due to plaintiff, as lessor, from defendant Camellia Convalescent Hospitals Corporation, a Delaware corporation (“Del-Camellia”), under a written lease dated August 1, 1968.

This case presents an issue of first impression—namely, whether there can be reformation of a written contract after a party to it, a corporation, has been merged into another corporation which thereby succeeded to the contract, where the latter corporation, having survived the merger, opposes reformation, resisting on the ground that it acquired the contract for value and withput notice that the written terms thereof did not reflect the actual agreement of the contracting parties.

Facts

Del-Camellia was not the original lessee under the subject lease. The original lessees were Helen M. Peterson, Jack D. Carter, and Camellia Con- *193 valescent Hospitals, Inc., a California corporation (“Cal-Camellia”). Peterson and Carter signed the lease as individuals and as officers of Cal-Camellia on its behalf. Plaintiff was the first and only lessor. The lease was of real property in Woodland, California, including a hospital…

Plaintiff appeals from a judgment which declares the amount of annual rental due to plaintiff, as lessor, from defendant Camellia Convalescent Hospitals Corporation, a Delaware corporation ("Del-Camellia"), under a written lease dated August 1, 1968.

This case presents an issue of first impression — namely, whether there can be reformation of a written contract after a party to it, a corporation, has been merged into another corporation which thereby succeeded to the contract, where the latter corporation, having survived the merger, opposes reformation, resisting on the ground that it acquired the contract for value and without notice that the written terms thereof did not reflect the actual agreement of the contracting parties.

Del-Camellia was not the original lessee under the subject lease. The original lessees were Helen M. Peterson, Jack D. Carter, and Camellia Convalescent Hospitals, Inc., a California corporation ("Cal-Camellia"). Peterson and Carter signed the lease as individuals and as officers of Cal-Camellia on its behalf. Plaintiff was the first and only lessor. The lease was of real property in Woodland, California, including a hospital…