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Spinks v. Equity Residential Briarwood Apartments

March 4, 2009


(Santa Clara County Super. Ct. No. CV043401). Trial Judge: Honorable Kevin J. Murphy.

The opinion of the court was delivered by: McAdams, J.


This appeal follows the entry of defense summary judgment. The defendants are the landlords of an apartment complex where the plaintiff resided, under a lease entered into by her Ohio employer. The employer terminated the plaintiff's employment following an industrial injury, and then it directed the defendants to change the locks on the plaintiff's apartment unit. They complied, thereby causing the plaintiff to leave her residence. The plaintiff then instituted this litigation against the landlords alone. Asserting that she was an intended third party beneficiary of the lease, the plaintiff alleged 12 causes of action, including contract, tort, and statutory claims. The trial court granted the defendants summary judgment on all causes of action, ruling that the plaintiff was not an intended beneficiary of the lease and thus not the defendants' tenant. The court also awarded the defendants their costs of suit, including statutory attorney fees as the prevailing parties.

We reverse the judgment and the fee award. As we shall explain, defense summary judgment on the contract claims is precluded, because the question of plaintiff's status as an intended third party of the lease presents triable issues of fact. Summary judgment on the remaining claims is precluded, because of triable issues on the question of whether the defendants improperly disturbed the plaintiff's peaceful possession through resort to impermissible self-help. Reversal of the summary judgment means that the defendants are no longer the prevailing parties; the award of costs and fees in their favor thus cannot stand.


The plaintiff in this action is Lori Spinks. The defendants are EQR-Briarwood, a California limited partnership, and Equity Residential Properties Management Corp. Defendants own and operate Briarwood Apartment Homes in Sunnyvale, California, where plaintiff resided in late 2004 and early 2005.

On October 11, 2004, plaintiff entered into a written employment agreement to work for Mobile Medical Staffing, LLC (Mobile). In the form agreement, the employee is referred to as ―Traveler.‖ The employer, Mobile, is located in Dayton, Ohio. In the notice provision of the employment agreement, plaintiff listed an address in Austin, Texas. Plaintiff and Mobile entered into the employment agreement in Louisiana.

The employment agreement called for plaintiff to undertake a 13-week staffing assignment at Stanford University Health Sciences in California. The starting date of the assignment was October 25, 2004.

As part of the employment agreement, plaintiff and Mobile also entered into a housing agreement, which stated that plaintiff would ―be housed individually in housing provided by‖ the employer. Under the housing agreement, only the ―spouse and minor children shall be allowed to reside‖ with the employee. The contract calls for the housing benefit to start at least two days before the work assignment begins. It terminates two days after the assignment ends, under this provision: ―Traveler must vacate the housing within 48 hours of the termination date of his/her assignment.‖ The housing agreement further states: ―In the event that Traveler breaches this Agreement, [Mobile] shall have the right to initiate eviction proceeding[s] against Traveler.‖

On October 15, 2004, Mobile entered into a lease agreement with defendants. As provided in the form lease, Mobile rented Apartment 502 in the Briarwood complex for a 13-week period commencing October 20, 2004. In the space for designating ―Residents,‖ the lease names ―Corporate Mobile Medical Staff.‖ The nearby space for designating ―Occupants‖ is left blank.

On the same date as the lease was executed, Mobile's director signed a ―Letter of Responsibility,‖ which was sent to defendants. In that letter, plaintiff is identified by name as the ―Occupant‖ of the unit. The letter begins: ―This is to serve as a Letter of Responsibility for the above named employee, who will reside at Briarwood Apartment Homes, . Apt. 502, . move in date 10/22/04.‖ After assuming responsibility for specified items, the letter concludes: ―The agreement will remain in effect for the duration of occupancy by our employee.‖

In late October 2004, plaintiff moved into Apartment 502. The apartment was furnished with furniture rented by Mobile. Plaintiff completed a ―Corporate Occupant Application‖ and a ―move-in inspection form‖ at defendants' request. She was ―provided with a resident handbook spelling out rules to be followed by tenants at the property.‖

In December 2004, plaintiff's work assignment at Stanford was extended for another 13 weeks. The lease term likewise was extended for 13 weeks, to run through May 2, 2005. In the lease extension, plaintiff was identified by name as the occupant of the apartment.

On January 6, 2005, plaintiff was seriously injured at work. She was unable to return to full duty. Plaintiff underwent reconstructive surgery on her hand the following month.

By letter dated February 17, 2005, Mobile notified plaintiff that it would ―no longer be providing the housing, utilities, furniture, nor automobile‖ that she was then using. Plaintiff received Mobile's letter on or about February 21, 2005, when she returned home from the hospital following her surgery. The letter advised: ―We will notify PG&E to turn off the utilities as of Monday February 21, 2005. We will instruct Brooks Furniture to ‗pick up' the furniture on February 22 or 23, 2005. We have notified the landlord that our staffing agreement has concluded for this assignment and we will no longer be paying the rent.‖

Plaintiff went to defendants' on-site manager to discuss the letter, ―upset . that they were going to turn off her electricity.‖ The manager ―informed her that that's not going to happen because in the state of California . you can't shut someone's electricity off in order to make them get out of an apartment.‖ Mobile's representative was given the same information.

After learning that Mobile would not be allowed to turn off the electricity, its representative ―asked if he could request to have the locks changed.‖ Defendants' on-site manager responded that she would need a work order in order to do that. Mobile thereafter ―faxed‖ a letter dated February 21, 2005, informing defendants of ―the change of status of apartment 502‖ and making this request: ―Please change the locks on the above unit immediately.‖

To carry out Mobile's request, defendants' on-site manager ―created a work order for maintenance staff to change the locks to Plaintiff's apartment.‖ The manager ―informed Plaintiff that the lock would be changed.‖ Plaintiff was ―distraught‖ at the news. Plaintiff told the manager ―that she was seriously injured and under doctors' orders to use her arm as little as possible. She informed them that she had been terminated from her employment and had no[] other place to reside.‖

On February 22, 2005, the furniture was removed from the apartment by the furniture rental company. Plaintiff let the movers in. But Mobile had previously authorized defendants to release keys to the furniture rental company, so that it could remove the furniture.

Later that afternoon, the locks on the apartment were changed by defendants' employee. By that time, plaintiff had packed her belongings but she was ―still moving some boxes of stuff.‖ Defendants' on-site manager told plaintiff that ―she was sorry, and to please leave the keys with the guy changing the locks.‖



In June 2005, plaintiff instituted this action against defendants. Plaintiff asserted that she was a third party beneficiary of the lease and the intended and actual occupant of the apartment. As a result, plaintiff alleged, defendants owed her a duty to comply with California law governing landlord-tenant relationships, which they breached by ousting her from possession of the apartment. Plaintiff asserted 12 causes of action against defendants: three contract claims, seven causes of action sounding in tort, and two statutory claims.*fn1

After its demurrer was overruled, defendant EQR-Briarwood answered the complaint, interposing a general denial and 22 affirmative defenses. The affirmative defenses included consent, abandonment, lack of privity of contract, and plaintiff's status as a mere licensee.

Defense Motion for Summary Judgment

In November 2006, both defendants moved for summary judgment, or, in the alternative, for summary adjudication. Articulating the essence of their position, defendants argued: ―Plaintiff cannot establish that she is a tenant of Defendants or an intended third party beneficiary to the lease agreement for the subject apartment and there was no breach . of any duty or obligation owed to her.‖

Plaintiff filed written opposition to the motion, which included additional factual assertions as well as formal evidentiary objections. In support of her contention that she was a third-party beneficiary, plaintiff asserted: ―The central purpose of the Lease was to provide a residence for Plaintiff Lori Spinks.‖ Beyond that, she argued: ―The lease clearly establishes tenancy status for Plaintiff as a third-party beneficiary.‖ Moreover, plaintiff urged, statutory and tort liability would attach even if she were a mere occupant, rather than a tenant.

In reply, defendants objected to ―plaintiff's purported additional material facts as irrelevant, lacking the necessary foundation, [proffering] a legal conclusion ., and presenting an inaccurate and biased picture of the evidence.‖ Defendants argued: ―Contrary to plaintiff's contentions, the material facts before the Court are not in dispute; there is no triable issue of material fact. What the parties require here is the Court's determination of plaintiff's standing under the lease, if any, as a matter of law based on the evidence before it.‖

Hearing and Order

On February 13, 2007, the trial court conducted a hearing on the defense summary judgment motion. It issued a written order the following day, granting the motion. The court did not rule on the evidentiary objections.

In its formal order after hearing, the trial court found that plaintiff was not a third party beneficiary of the lease. For that reason, the court said, plaintiff lacked ―standing‖ to bring her contract claims. As for plaintiff's other claims, the court reasoned: ―Because Plaintiff cannot show she is an express third party beneficiary, she also cannot show that she was a tenant of the Defendants.‖ On that basis, the court summarily adjudicated plaintiff's tort claims, citing the lack of any legal duty. The court also disposed of the statutory causes of action based on its determination that plaintiff was not defendants' tenant.


On February 22, 2007, summary judgment for defendants was entered. Thereafter, following cross-motions to fix and tax attorney fees, the trial court issued an order awarding defendants statutory fees as prevailing parties, pursuant to Civil Code section 789.3. On May 7, 2007, the court ordered entry of judgment in defendants' favor for costs and fees. The judgment for defendants exceeded $55,000, including attorney fees of more than $52,000, plus costs of just over $3,000.


In April 2007, plaintiff filed a notice of appeal from the summary judgment. The following month, she filed an amended notice of appeal, to include the subsequent judgment for attorney fees and costs.

As she did below, plaintiff asserts that she was an intended beneficiary of the lease and thus defendants' tenant. Alternatively, plaintiff urges, she was at least an occupant in peaceful possession. Plaintiff urges reversal of the defense summary judgment on those grounds. She also maintains her right to seek punitive damages as to several of the causes of action asserted in the complaint. In addition, plaintiff challenges the award of fees, arguing (1) reversal of the judgment requires reversal of the fee award, and (2) in any event, the statute should not be interpreted to allow fees in this situation.

Defendants dispute all of plaintiff's appellate arguments.


As a framework for our analysis of the issues presented here, we begin by describing the rules that govern summary judgments, both in the trial courts and on appeal (section I). Then we describe and apply the law concerning third party contract beneficiaries (II). Thereafter, we address plaintiff's causes of action category by category: first, her contract claims (III); next, her tort claims (IV); and then her statutory claims (V). Then we discuss the parties' contentions concerning punitive damages (VI). Finally, we conclude with plaintiff's challenge to the attorney fee award (VII).

I. Summary Judgment

A. General Principles

Any party to an action may move for summary judgment. (Code Civ. Proc., § 437c, subd. (a); Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 843 (Aguilar).) The motion ―shall be granted if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.‖ (Code Civ. Proc., § 437c, subd. (c); see Aguilar, at p. 843.) The object of the summary judgment procedure is ―to cut through the parties' pleadings‖ to determine whether trial is necessary to resolve their dispute. (Aguilar, at p. 843.)

―A party may move for summary adjudication as to one or more causes of action within an action, one or more affirmative defenses, one or more claims for damages, or one or more issues of duty ..‖ (Code Civ. Proc., § 437c, subd. (f)(1).) ―A motion for summary adjudication may be made by itself or as an alternative to a motion for summary judgment and shall proceed in all procedural respects as a motion for summary judgment.‖ (Id., subd. (f)(2).)

The ―party moving for summary judgment bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact ..‖ (Aguilar, supra, 25 Cal.4th at p. 850; see Evid. Code, § 110.) ―A prima facie showing is one that is sufficient to support the position of the party in question.‖ (Aguilar, at p. 851.) Defendants moving for summary judgment may satisfy their initial burden either by producing evidence of a complete defense or by showing the plaintiff's inability to establish a required element of the case. (Code Civ. Proc., § 437c, subd. (p)(2); Aguilar, at p. 853.)

If a moving defendant makes the necessary initial showing, the burden of production shifts to the plaintiff to make a prima facie showing of the existence of a triable issue of material fact. (Code Civ. Proc., § 437c, subd. (p)(2); see, Aguilar, supra, 25 Cal.4th at p. 850.) If the plaintiff opposing summary judgment presents evidence demonstrating the existence of a disputed material fact, the motion must be denied. (Id. at p. 856.)

Throughout the process, the trial court ―must consider all of the evidence and all of the inferences drawn therefrom.‖ (Aguilar, supra, 25 Cal.4th at p. 856.) The moving party's evidence is strictly construed, while the opponent's is liberally construed. (Id. at p. 843.)

B. Appellate Review

The grant of summary judgment is subject to de novo review on appeal. (Aguilar, supra, 25 Cal.4th at p. 860.) We consider all of the evidence submitted by the moving and opposing parties, except that to which objections were made and sustained. (Ibid.) ―In undertaking our independent review of the evidence submitted, we apply the same three-step analysis as the trial court.‖ (Bono v. Clark (2002) 103 Cal.App.4th 1409, 1431.) ―First, we identify the issues framed by the pleadings. Next, we determine whether the moving party has established facts justifying judgment in its favor. Finally, if the moving party has carried its initial burden, we decide whether the opposing party has demonstrated the existence of a triable, material fact issue.‖ (Id. at p.1432.)

II. Third Party Beneficiaries

A. General Principles

―California law permits third party beneficiaries to enforce the terms of a contract made for their benefit.‖ (Principal Mutual Life Ins. Co. v. Vars, Pave, McCord & Freedman (1998) 65 Cal.App.4th 1469, 1485 (Principal Mutual).) That authority is codified in Civil Code section 1559, which states: ―A contract, made expressly for the benefit of a third person, may be enforced by him at any time before the parties thereto rescind it.‖

1. Classification As Intended Or Incidental Beneficiary

Third parties claiming the right to performance under an agreement made by others are classified as either intended or incidental beneficiaries of the contract. As explained in the Restatement Second of Contracts: ―An incidental beneficiary is a beneficiary who is not an intended beneficiary.‖ (Rest.2d Contracts, § 302(2), p. 440.) As used in Civil Code section 1559, the ―word ‗expressly' . has now come to mean merely the negative of ‗incidentally.' ‖ (Gilbert Financial Corp. v. Steelform Contracting Co. (1978) 82 Cal.App.3d 65, 70; accord, Prouty v. Gores Technology Group (2004) 121 Cal.App.4th 1225, 1232-1233 (Prouty).)

2. Test For Determining Third Party's Status

―The test for determining whether a contract was made for the benefit of a third person is whether an intent to benefit a third person appears from the terms of the contract. [Citation.] If the terms of the contract necessarily require the promisor to confer a benefit on a third person, then the contract, and hence the parties thereto, contemplate a benefit to the third person. The parties are presumed to intend the consequences of a performance of the contract.‖ (Johnson v. Holmes Tuttle Lincoln-Merc. (1958) 160 Cal.App.2d 290, 297; accord, Prouty, supra, 121 Cal.App.4th at p. 1232; Souza v. Westlands Water Dist. (2006) 135 Cal.App.4th 879, 891.) In other words, ―the doctrine presupposes that the defendant made a promise which, if performed, would have benefited the third party.‖ (Souza v. Westlands Water Dist., at p. 891.)

Under the intent test, ―it is not enough that the third party would incidentally have benefited from performance.‖ (Souza v. Westlands Water Dist., supra, 135 Cal.App.4th at p. 891.) ―The circumstance that a literal contract interpretation would result in a benefit to the third party is not enough to entitle that party to demand enforcement. The contracting parties must have intended to confer a benefit on the third party.‖ (Neverkovec v. Fredericks (1999) 74 Cal.App.4th 337, 348.) ―The effect of the section is to exclude enforcement by persons who are only incidentally or remotely benefited.‖ (Lucas v. Hamm (1961) 56 Cal.2d 583, 590.)

On the other hand, ―the third person need not be named or identified individually to be an express beneficiary.‖ (Kaiser Engineers, Inc. v. Grinnell Fire Protection Systems Co. (1985) 173 Cal.App.3d 1050, 1055; accord, Soderberg v. McKinney (1996) 44 Cal.App.4th 1760, 1774.) ―A third party may enforce a contract where he shows that he is a member of a class of persons for whose benefit it was made.‖ (Garratt v. Baker (1936) 5 Cal.2d 745, 748; see also, e.g., Soderberg v. McKinney, at p. 1774; Souza v. Westlands Water Dist., supra, 135 Cal.App.4th at p. 891.)

While intent is pivotal, there is no requirement that ―both of the contracting parties must intend to benefit the third party..‖ (Schauer v. Mandarin Gems of California, Inc. (2005) 125 Cal.App.4th 949, 958.) Rather, ―it is sufficient that the promisor must have understood that the promisee had such intent.‖ (Lucas v. Hamm, supra, 56 Cal.2d at p. 591; accord, Schauer v. Mandarin Gems of California, Inc., at p. 958.) Thus, a third party will qualify as an intended beneficiary where ―the circumstances indicate that the promisee‖ -- here, Mobile -- ―intends to give the beneficiary the benefit of the promised performance.‖ (Rest.2d., supra, § 302(1)(b), p. 440.)

Ultimately, the determination turns on the manifestation of intent to confer a benefit on the third party. (Hess v. Ford Motor Co. (2002) 27 Cal.4th 516, 524.) ―Ascertaining this intent is a question of ordinary contract interpretation.‖ (Ibid.)

3. Contract Interpretation

The primary goal of contract interpretation is to give effect to the parties' intent as it existed at the time of contracting. (Civ. Code, § 1636; Waller v. Truck Ins. Exchange, Inc. (1995) 11 Cal.4th 1, 18.)

Intent is to be inferred, if possible, solely from the language of the written contract. (Civ. Code, §§ 1638-1639; Waller v. Truck Ins. Exchange, Inc., supra, 11 Cal.4th at p. 18.) Nevertheless, an inflexible ―rule that would limit the determination of the meaning of a written instrument to its four-corners merely because it seems to the court to be clear and unambiguous, would either deny the relevance of the intention of the parties or presuppose a degree of verbal precision and stability our language has not attained.‖ (Pacific Gas & E. Co. v. G. W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 37.) Thus, other factors may come into play as well. ―A contract may be explained by reference to the circumstances under which it was made, and the matter to which it relates.‖ (Civ. Code, § 1647.) ―In determining the meaning of a written contract allegedly made, in part, for the benefit of a third party, evidence of the circumstances and negotiations of the parties in making the contract is both relevant and admissible.‖ (Garcia v. Truck Ins. Exchange (1984) 36 Cal.3d 426, 437; accord, Souza v. Westlands Water Dist., supra, 135 Cal.App.4th at p. 891.)

Additionally, a court may consider the subsequent conduct of the parties in construing an ambiguous contract. (Southern Cal. Edison Co. v. Superior Court (1995) 37 Cal.App.4th 839, 851.) In determining intent to benefit a third party, the contracting ―parties' practical construction of a contract, as shown by their actions, is important evidence of their intent.‖ (Kalmanovitz v. Bitting (1996) 43 Cal.App.4th 311, 316.)

4. Suit by Intended Beneficiary against Promisor

―The action by a third party beneficiary for the breach of the promisor's engagement does not rest on the ground of any actual or supposed relationship between the parties but on the broad and more satisfactory basis that the law, operating on the acts of the parties, creates the duty, establishes a privity, and implies the promise and obligation on which the action is founded.‖ (Johnson v. Holmes Tuttle Lincoln-Merc., supra, 160 Cal.App.2d at p. 297.) So long as ―the contract remains unrescinded, the relations of the parties are the same as though the promise had been made directly to the third party.‖ (Prouty, supra, 121 Cal.App.4th at p. 1232.)

Given the nature of the parties' legal relationship, an intended beneficiary is not required to sue the promisee directly. ―It is no objection to the maintenance of an action by a third party that a suit might be brought also against the one to whom the promise was made.‖ (Johnson v. Holmes Tuttle Lincoln-Merc., supra, 160 Cal.App.2d at p. 297.) Nevertheless, ―a third-party beneficiary may not obtain a greater recovery than that which would have been available to the promisee.‖ (Souza v. Westlands Water Dist., supra, 135 Cal.App.4th at p. 894.) Furthermore, the intended beneficiary ―bears the burden of proving that the promise he seeks to enforce was actually made to him personally or to a class of which he is a member.‖ (Neverkovec v. Fredericks, supra, 74 Cal.App.4th at pp. 348-349, fn. omitted.)

As noted above, the intended beneficiary has a right of action that continues until the contract has been rescinded in compliance with the rescission statute. (Civ. Code, § 1689; Principal Mutual, supra, 65 Cal.App.4th at p. 1486; 1 Witkin, Summary of Cal. Law (10th ed. 2005) Contracts, § 685, p. 772.) ―If rescission has not occurred according to the statutory procedures, but the contract is instead terminated for some other reason, a third party beneficiary may still enforce the agreement.‖ (Principal Mutual, at p. 1486; cf. Syufy Enterprises v. City of Oakland (2002) 104 Cal.App.4th 869, 887-888.) Moreover, the contracting parties may not rescind or revoke the contract where the ―beneficiary has accepted the benefit or has detrimentally acted in reliance thereon‖ or where the ―promisor continues to retain the consideration from the original promisee..‖ (Griffin v. Williamson (1955) 137 Cal.App.2d 308, 317, internal quotation marks and citations omitted; see also, e.g., Silveyra v. Harper (1947) 82 Cal.App.2d 761, 766-767 [―no estoppel exists because respondent in no way changed his position to his damage in reliance on that part of the promise‖]; Principal Mutual, at p. 1487 [contract benefit survived where there was ―no attempt by either party to restore the consideration obtained under the lease‖].)

5. Appellate Review

―Generally, it is a question of fact whether a particular third person is an intended beneficiary of a contract.‖ (Prouty, supra, 121 Cal.App.4th at p. 1233.) But if ―the issue is presented to the court on the basis of undisputed facts and uncontroverted evidence and only a question of the application of the law to those facts need be answered,‖ appellate review is de novo. (Souza v. Westlands Water Dist., supra, 135 Cal.App.4th at p. 891; see also, e.g., Neverkovec v. Fredericks, supra, 74 Cal.App.4th at p. 351.)

B. Analysis

Applying the foregoing principles to the record before us, we find triable issues of material fact on the question of whether plaintiff was a third-party beneficiary of the lease agreement between her employer and defendants.

1. The Evidentiary Record

Plaintiff interposed a number of objections to defendants' proffered evidence. The trial court declined to ―render formal rulings on the evidentiary objections,‖ stating that it had ―disregarded all inadmissible and incompetent evidence in ruling herein.‖ In doing so, the court relied on Biljac Associates v. First Interstate Bank (1990) 218 Cal.App.3d 1410.) Biljac has since been called into question on this point. (See, e.g., Demps v. San Francisco Housing Authority (2007) 149 Cal.App.4th 564, 578.) The issue is currently pending in the California Supreme Court. (Reid v. Google, S158965, rev. gr. Dec. 11, 2007.) For purposes of our analysis here, however, we need not weigh in on the validity of the Biljac rule.

Nevertheless, we shall discuss one key objection, raised by plaintiff below, which she renews on appeal. That objection concerns the relevance of her employment agreement with Mobile. In plaintiff's view, defendants improperly relied on the employment agreement in an attempt to establish their affirmative defense that she was a mere licensee rather than a tenant under the lease.

Initially, we observe, it does not appear that the trial court considered the employment agreement in reaching its decision. In discussing the evidence, the court explicitly cites only the lease, saying: ―Defendants have established through the production of admissible evidence, . the Lease Agreement ., that Plaintiff . was not an express third party beneficiary of the lease agreement between Defendants and Mobile.‖ Nowhere in its order does the court mention or rely on any other evidence besides the lease. Thus, it does not appear that the employment agreement was a factor in the trial court's determination that plaintiff lacks standing to enforce the lease agreement.

Moreover, we find only partial merit in plaintiff's objection to the employment agreement as irrelevant. We agree that it has no bearing on her status as a third party beneficiary of the lease. But neither is it entirely irrelevant to the parties' dispute, since it explains both the basis on which plaintiff went into possession and her rights and obligations vis-à-vis Mobile, the promisee under the lease. In that respect, this case is similar to Diamond Woodworks, Inc. v. Argonaut Ins. Co. (2003) 109 Cal.App.4th 1020. That case also involved two contracts: (1) an agreement between the plaintiff (Diamond) and an employee leasing company (BSC), which obligated BSC to maintain workers' compensation insurance for the employees it placed at the plaintiff's jobsite; and (2) an agreement between BSC and the defendant insurance company (Argonaut) for the purchase of the required insurance. (Id. at p. 1037.) As the court observed, ―the two contracts are interrelated, and Argonaut's performance cannot be analyzed outside the context in which its duty arose, i.e., in relation to the BSC-Diamond contract.‖ (Ibid.) For similar reasons, the employment agreement in this case is relevant to an understanding of the parties' relationships, and it may be considered for that purpose.

Based on all of the evidence presented below, we proceed to an analysis of whether plaintiff was an intended beneficiary of the lease.

2. The Lease Agreements

As a necessary first step in interpreting the contracting parties' intent, we identify the agreement at issue. Plaintiff and defendants agree that the contract at issue here is the lease executed by Mobile on October 15, 2004, including addenda, and also including the other agreements identified therein as part of the lease.*fn2 The parties also agree that the lease was extended by Mobile and defendants, by letter dated December 17, 2004.

We next consider the pertinent language of the contract documents. In the October 2004 form lease, in the space for designating ―Residents,‖ the agreement names ―Corporate Mobile Medical Staff.‖ The nearby space for ―Occupants‖ is left blank. Defendants promised Mobile that they would provide Apartment 502 from October 20, 2004 to January 24, 2005. As for the lease ...

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