In a new filing with a Fresno appeals court, Sequoia Brewing Company is pushing jurists to maintain an injunction on the sale of the Tower Theatre to Adventure Church – despite the March 30 expiration of escrow – to enable the company to purchase the entertainment venue outright.
The company, which answered an informal brief tendered by the Abbate Family, owners of the Tower Theatre, countered a
The Abbates contended that the expiration of escrow with Adventure Church rendered all litigation surrounding the sale moot. In its brief, Tower Theatre ownership said upon the termination of escrow the Abbates would “withdraw the property from the market and consider alternative plans.”
For Sequoia Brewing, a withdrawal from the market only underscores a greater need to maintain the prohibition on any market activity surrounding the entertainment venue.
“[I]f the sale to the church has in fact been terminated, a preliminary injunction is even more essential now to prevent Landlord from attempting to subvert [Sequoia’s] right of first refusal and sell the Parcel or enter into a long-term lease until Petitioner can have its specific performance cause of action heard on the merits,” Sequoia Brewing attorney Kimberly Mayhew wrote in a response on Tuesday.
The brewery contended that its right of first refusal had converted into an option to buy the Tower Theatre complex – whether or not the Abbate family wishes to keep the property on the market after termination of escrow with Adventure Church.
“[Tower Theatre] selected the particular Offer of Church as one it was willing to accept. That acceptance, and Landlord’s Notice of Proposed Sale to Petitioner on January 14, 2021… gave [Sequoia Brewing] the present power to purchase at the price and terms of Church’s Offer – whether or not [Tower Theatre] now desires to sell,” Mayhew writes in the brewery’s brief.
Sequoia Brewing also argued that if Tower Theatre ownership could not determine a price or was unable to split the various parcels – such as Sequoia’s restaurant space – comprising the entire Theatre complex that it generated a right for the brewery to purchase the entire Tower Theatre complex outright.
That argument opened up another key issue: the terms of the deal between the Tower Theatre and Adventure Church.
In Sequoia’s brief, Mayhew argues that the brewery has a right to know the terms of the sale to Adventure Church – specifically the price – for the property.
The only valuation publicly available related to the Tower Theatre legal saga is $1.2 million. That figure is the appraised value of Sequoia Brewing’s restaurant space within the complex.
“Landlord has never represented, or proven that the Offer mirrors the purported values of the separate premises set out in Church’s lender’s partial appraisal, making the appraisal irrelevant because the price-setting mechanism in the [right of first refusal] is not fair market value but the price and terms offered by a third party,” Sequoia Brewing’s Mayhew writes.