Laska v. Barr

Summary

The Supreme Court of South Dakota affirmed a circuit court judgment concerning a contract for a right of first refusal to purchase real property. The court held that the agreement created a right of first refusal rather than a dual-option agreement and that the right constituted an unreasonable restraint on alienation under South Dakota law. The court also declined to narrow or rewrite the agreement to make the restraint reasonable.

Holdings

1. The 2005 agreement created a right of first refusal, not a dual-option agreement.
2. The right of first refusal was an unreasonable restraint on alienation and was void as repugnant to the interest created.
3. The court was not required to rewrite the agreement by imposing a duration or requiring a market-price purchase; even with a limited duration, the restraint remained unreasonable, so declaring the agreement void was proper.

Questions Presented

1. Whether the 2005 agreement created a dual-option agreement or only a right of first refusal.
2. Whether the right of first refusal was an unreasonable restraint on alienation under SDCL 43-3-5.
3. Whether the circuit court should have narrowed or reformed the agreement's duration or terms rather than declaring it void.

Disposition

affirmed