ABF Capital Corp. v. Grove Properties Co.

Plaintiff and respondent ABF Capital Corporation (plaintiff) sued defendants and appellants Grove Properties Company (Grove) and Thomas A. Day (collectively, defendants) for alleged breach of contract, of which plaintiff claimed to be a third party beneficiary. The trial court sustained defendants’ demurrer without leave to amend and entered judgment in favor of defendants. The court denied defendants’ motion for contractual attorney fees, however; defendants now appeal the order denying an award of attorney fees.

For the reasons set forth below, we shall reverse the court’s order denying attorney fees.

FACTS AND PROCEDURAL HISTORY

Plaintiff is a Delaware corporation with its principal place of business in New York. Defendant Grove is a California general partnership; defendant Day is a California citizen. In 1982, defendants bought units in a limited partnership offered by Oak Energy Partners; the limited partnership was in the business of operating oil and gas properties in Texas and Oklahoma. The Oak Energy Partners limited partnership entered into some subleases with plaintiff; the limited partnership was to pay “Minimum Annual Royalties” to plaintiff for these…