Republic Bank v. Marine National Bank
Opinion
Opinion
Sills, J.
Introduction
Republic Bank leased space in an Irvine office building from the Roll Company. The lease had an attorney fee clause, which provided that if any lawsuit arose between the two parties, the “successful” party would recover its attorney fees.
Republic then subleased some of the space to Marine National Bank. The sublease did not contain an attorney fee clause. However, the sublease incorporated the master lease between Republic and Koll by reference.
Marine failed to pay rent on its sublease, so Republic sued and prevailed. But the trial court did not award Republic attorney fees, reasoning that the sublease did not “specifically” provide for attorney fees under Civil Code section 1717, and to award fees would improperly “bootstrap” the attorney fee provision in the master lease onto the sublease agreement.
The trial court erred. The phrase “incorporation by reference” makes the document referred to part of the contract as if it were recited verbatim. So incorporated, the sublease thus “specifically" provided for attorney fees. Marine’s alternative definitions of the words “incorporation by reference” are not reasonable.