MS Real Estate Holdings, LLC v. Donald P. Fox Family TrustAnnotate this Case
MS Real Estate Holdings, LLC contracted with the Foxes for a right of first refusal to purchase or lease the Fox land. Years later, the Foxes sued, arguing that their revocation of the right of first refusal contract was valid. The circuit court granted summary judgment for the Foxes, concluding that the right of first refusal contract was indefinite as to duration and that the revocation by the Foxes was reasonable. The court of appeals reversed. The Supreme Court affirmed, holding (1) a right of first refusal contract is definite as to duration when it specifies an event that triggers the right and requires the right holder to either exercise or waive the right within a specific period of time thereafter, even if the triggering event is not certain to occur; and (2) the right of first refusal contract at issue in this case was not terminable at will because, by the terms of the contract, the right of first refusal continued until there was a sale of the property, either to MS Real Estate, or to a third party in the event that MS Real Estate declined to exercise its right of first refusal to purchase, thereby waiving its right.