Goldilocks Corp. v. Ramkabir Motor Inn, Inc.

MEMORANDUM **

Plaintiff Goldilocks Corp. appeals the district court’s grant of summary judgment in favor of defendant Philippine National Bank (PNB) on plaintiffs fraud and negligent misrepresentation claims. The claims stem from PNB’s alleged misrepresentations concerning proposed leases after PNB foreclosed on and became the new owner of a property that plaintiff was then leasing. Plaintiff alleges that PNB’s misrepresentations caused it to continue to stay at the property rather than search for more economical lease terms elsewhere.

The district court ruled that the non-disturbance clause in the subsequent Subordination Agreements between plaintiff and the previous landlord preserved the prior leases despite foreclosure. Therefore, according to the district court, plaintiff could not have detrimentally relied on the alleged misrepresentations because it was already obligated to stay at the property. Relying on the attornment clause rather than the non-disturbance clause in the leases, we affirm.

I

Plaintiff signed four leases with the original landlord, all containing the following Subordination, Non-Disturbance, Attornment (SNDA) provision:

As part of the original…