Glick v. Chocorua Forestlands Ltd. Partnership

Summary

The New Hampshire Supreme Court considered whether a contractual right of first refusal became an irrevocable option after the property owner entered into a purchase and sale agreement with a third party. The court held that the agreement granted Glick a thirty-day irrevocable option and that Chocorua breached the agreement by rescinding the offer, excusing Glick from formal tender after repudiation. The court remanded for findings concerning whether the stated purchase price was inflated and, if so, for determination of the property’s fair market value.

Holdings

1. The agreement granted Glick an irrevocable thirty-day option to purchase the Masonian lots once Chocorua executed the purchase and sale agreement and provided the required notice; the option was not conditioned on the continued existence of the third-party agreement.
2. Glick was not required to make a formal tender of the purchase price after Chocorua repudiated the option because tender would have been a useless act.
3. Because Chocorua breached the irrevocable option by rescinding the offer during the thirty-day exercise period, Glick was entitled to specific performance, subject to determination of the proper purchase price.
4. The 1986 agreement created an enforceable right-of-first-refusal contract even though the parties contemplated preparing a separate document and additional minor terms might have been added.

Questions Presented

1. Whether the 1986 agreement created an enforceable right of first refusal despite the parties' contemplation of a separate document.
2. Whether, under the language of the agreement, the right of first refusal matured into an irrevocable thirty-day option when Chocorua executed a purchase and sale agreement and notified Glick, notwithstanding cancellation of the third-party agreement before expiration of the thirty-day period.
3. Whether Glick was required to make a formal tender after Chocorua repudiated the option before he could obtain specific performance.
4. Whether the record permitted resolution of Glick's claim that Chocorua acted in bad faith by inflating the purchase price or restructuring the transaction.

Disposition

reversed_and_remanded