Bennett

The guarantors of a lease agree to guarantee the performance of a lessee and any successors, assignees or sublessees. Here we hold that a sublessee who assumes all obligations under the prime lease, with the consent of the lessor, is a principal debtor. Therefore, if the lessor impairs its rights or remedies against the sublessee, without the consent of the guarantors, the guarantors are released from their guaranty.

Plaintiff H. Michael Bennett, trustee of a testamentary trust, appeals a summary judgment in favor of defendants Albert Leatherby and David Leatherby, Jr.

We affirm. The Leatherbys are exonerated from their guaranties by California Civil Code section 2819.

Facts

On February 15, 1984, the testamentary trust of H. T. Bennett leased real property at 26 West Anapamu Street in Santa Barbara to Leatherby Marketing, Inc. (LMI or lessee). The lease was for 10 years and 3 months and contemplated that the lessee would sublet the property to a franchisee who would operate a restaurant.

Defendants Albert Leatherby and David Leatherby, Jr., agreed to guarantee, for five years, the performance of LMI, “its successors or assigns” under the lease. The guaranty stated:…