Vallely Investments, L.P. v. BancAmerica Commercial Corp.

After the original lessee (Balboa) mortgaged its leasehold to fund development and defaulted, its bankruptcy trustee assigned the lease to BACC (defendant), a Bank of America subsidiary, via a document titled "Assignment of Leasehold Interests" that specified BACC accepted all terms, covenants, and obligations of the ground lease, without notifying landlord Vallely (plaintiff). BACC managed the property pending foreclosure, after which the leasehold passed through further transactions to a new tenant who eventually stopped paying rent; when Vallely sued and discovered the earlier assignment to BACC, it sought summary judgment holding BACC fully liable for the rent as an assignee who expressly assumed the lease obligations. The trial court entered judgment for BACC, and Vallely appealed.