The Southland Corporation, a Texas Corporation v. Emerald Oil Company, Etc., and Charles E. Thomas Company

Plaintiff/appellant The Southland Corporation (hereinafter Southland) appeals in part from a judgment that defendants/ap-pellees Jack Smith, Emerald Oil, Inc. (hereinafter Emerald), Jerry Thomas, and Charles E. Thomas Company (hereinafter CTC) are not liable for fraud and conversion and Thomas and CTC are liable only for nominal damages for trespass. South-land contends on appeal on that the district court erred in concluding that: (1) a lease agreement between Southland and Emerald did not provide for transfer of ownership of gasoline dispensing equipment installed on the leasehold; and (2) even if the lease did provide for transfer of ownership, there was no transfer of title in fact under the California Commercial Code. We reverse the district court’s interpretation of the lease agreement because it is our view that the lease did provide for transfer of ownership and there was a transfer of title in fact.

FACTS

On September 23, 1982, Southland leased a gasoline station in Torrance, California to Emerald. A month later Emerald entered into a contract of sale with CTC for gasoline dispensing equipment which was to be installed at the Torrance station. CTC installed the…