CONTRACTS-LIABILITY OF PURCHASER AT FORCLOSURE SALE FOR OBLIGATIONS OF FORCLOSED RAILROAD

Authors

Abstract

The BN Company executed a mortgage on certain railroad properties as security for a bond issue of the Company. Thereafter the Lehigh Company leased the mortgaged property for a term of 999 years. The lease stipulated that "all its covenants are to apply to the parties hereto, and to the several successors and assigns * * * of the parties or their properties." The lessee covenanted therein to indorse a guaranty of payment on the bonds of the BN Company. and did so indorse. Subsequently a mortgage executed by Lehigh prior to the lease with the BN Company, but which included the lease under an after-acquired property clause, was foreclosed. At this time the receivers of Lehigh paid the accrued rentals on the lease, which rentals, by the terms of the lease, included the interest on the bonds. Defendant came into possession by assignment from the purchaser at the foreclosure sale of Lehigh's assets, including the lease, and has since paid all the rentals on the lease. Plaintiff was a holder for value of the bonds which had matured, and brought suit on the guaranty of payment. The court admitted that defendant had made no express covenant to pay the bonds but held that the possession and enjoyment of the premises by virtue of the lease, when taken in conjunction with the covenants of the lease which by their terms bound subsequent assignees, gave rise to an implied liability on the part of the defendant to pay the bonds. Lehigh Valley Transit Co. v. Zanes, C. C. A., 3d, Adv. Op., Feb. 19, 1931.

Recommended Citation

CONTRACTS-LIABILITY OF PURCHASER AT FORCLOSURE SALE FOR OBLIGATIONS OF FORCLOSED RAILROAD, 29 Mich. L. Rev. 779 (1931).
Available at: https://repository.law.umich.edu/mlr/vol29/iss6/23