Roeland and Flamee (Roeland) held a right of first refusal on property they had sold to Trucano and Landvik (Trucano). The basic terms were that Roeland would be able to purchase on terms identical to the terms offered to, or received &om, any third party. An offer was received from David Coates for a 25% interest in a souvenir business to operated on the property in exchange for a 25% interest in the property. Roeland replied stating it was just a business proposal and they had no interest in becoming partners. Further communication did not resolve the issue and Trucano and Coates proceed with their business plan and property development. After completion of development, the property was deeded to a LLC in which Trucano had 75% and Coates and his associates had 25%.
Roeland sued Trucano for breach of the right of first refusal and after a bench trial, the Superior Court ruled against them on all counts. The Supreme Court reviewed the trial court factual findings on a clearly erroneous standard and exercise independent judgment for questions of law. The offer submitted to Roeland was sufficiently complete to allow understanding of its basic nature. This shifted the burden to Roeland to investigate further or raise questions about specifics they may have wanted to see better defined. To the extent it contained terms that they could not exactly duplicate, it constituted an invitation to submit a commercially equivalent offer. The trial court’s determinations on estoppel and good faith were also upheld. The transfer of Trucano and Coates of their percentages of interest to a LLC did not constitute a sale to an unrelated third party triggering the right of first refusal for the remaining 75% interest, so the right of first refusal remains as to that interest.