Trear v. ChamberlainAnnotate this Case
At issue was a real estate contract containing a “first right of refusal” applicable to a separate land tract.
Appellant sought specific performance and title to a smaller parcel that was sold after he failed to respond to an earlier offer to sell the entire tract subject to the real estate contract. The district court granted summary judgment for Defendants. A Court of Appeals panel reversed. Defendants petitioned for review solely on the panel’s contractual compliance analysis. The Supreme Court affirmed, holding (1) the panel both misread the contract and improperly inserted terms inconsistent with the plain language under consideration; but (2) the first right of refusal was fulfilled after Appellant failed to respond to the offer to sell him the full tract subject to the contract. The Court remanded the case for further proceedings where there remained an unresolved claim as to whether the parties discharged their implied duty of good faith and fair dealing when the offer was presented, and the answer to this question will determine whether the first right of refusal provision lapsed when Appellant failed to respond.