Legal Question in Business Law in California

Re: DBA to C Corp and Commercial Lease

According to the Civil Code (section 1530), the substitution of a new obligation for an existing one is a "novation." Section 1531 goes on to say a "novation is made (1) by the substitution of a new obligation between the same parties, with an intent to extinguish the old obligation; (2) by the substitution of a new debtor in place of the old one, with intent to release the latter; or (3) by the substitution of a new creditor in place of the old one, with intent to transfer the rights of the latter to the former."

So, I'd say the amendment needs to qualify as a novation in order to release you from your existing personal obligation, and the amendment needs to reflect the mutual intention of the parties to substitute the corporation and release you.

I don't know any magic words that can assure you are released in the eyes of a judge or jury other than saying "John Doe is released and Doe Corp. is substituted as tenant" or perhaps "the parties intend a novation with Doe Corp. substituted for John Doe."

So, it's possible that if you avoid squarely facing the issue that you want to be released personally and addressing it in so many words, and instead just write an amendment avoiding the release issue, the amendment might not be effective to release you. It's a question of the intent of the parties, and the landlord cannot truly have intended to release you if the subject never came up and isn't reflected in the writing.