SELLERS STRUCTURED THEIR OFFER TO SELL PROPERTY WITH THE INTENT TO DEPRIVE PLAINTIFF OF HIS RIGHT OF FIRST REFUSAL, SELLERS EXHIBITED BAD FAITH AS A MATTER OF LAW, SUPREME COURT REVERSED (THIRD DEPT).
The Third Department, reversing Supreme Court, determined plaintiff had the right of first refusal on the sale of a car wash. Defendant sellers’ attempt to put a restriction on the deed to prohibit the operation of a car wash on the property was deemed a deliberate, bad faith effort to defeat plaintiff’s first refusal rights:
The inclusion of the deed restriction within the purchase agreement was precisely targeted to prevent plaintiff — which defendants knew was in the car wash business and had entered into the right of first refusal as a means of preserving its opportunity to operate a car wash on the property — from exercising its first refusal rights. We find that [the] documentation conclusively demonstrates that defendants improperly structured their agreement to defeat plaintiff’s first refusal rights …. As defendants did not disavow these submissions, or the intent contained therein, they failed to meet their burden to raise an issue of fact in this regard. Under the circumstances presented here, the purchase agreement was thus entered into in bad faith as a matter of law … .
Accordingly, as plaintiff demonstrated a right to enforcement of the contract, its cross motion for partial summary judgment should have been granted, and the complaint and cross claims should not have been dismissed. Clifton Land Co. LLC v Magic Car Wash, LLC, 2018 NY Slip Op 07027, Third Dept. 10-18-18
CONTRACT LAW (SELLERS STRUCTURED THEIR OFFER TO SELL PROPERTY WITH THE INTENT TO DEPRIVE PLAINTIFF OF HIS RIGHT OF FIRST REFUSAL, SELLERS EXHIBITED BAD FAITH AS A MATTER OF LAW, SUPREME COURT REVERSED (THIRD DEPT))/REAL ESTATE (CONTRACT LAW, SELLERS STRUCTURED THEIR OFFER TO SELL PROPERTY WITH THE INTENT TO DEPRIVE PLAINTIFF OF HIS RIGHT OF FIRST REFUSAL, SELLERS EXHIBITED BAD FAITH AS A MATTER OF LAW, SUPREME COURT REVERSED (THIRD DEPT))/BAD FAITH (CONTRACT LAW, REAL ESTATE, SELLERS STRUCTURED THEIR OFFER TO SELL PROPERTY WITH THE INTENT TO DEPRIVE PLAINTIFF OF HIS RIGHT OF FIRST REFUSAL, SELLERS EXHIBITED BAD FAITH AS A MATTER OF LAW, SUPREME COURT REVERSED (THIRD DEPT))/RIGHT OF FIRST REFUSAL (CONTRACT LAW, REAL ESTATE, SELLERS STRUCTURED THEIR OFFER TO SELL PROPERTY WITH THE INTENT TO DEPRIVE PLAINTIFF OF HIS RIGHT OF FIRST REFUSAL, SELLERS EXHIBITED BAD FAITH AS A MATTER OF LAW, SUPREME COURT REVERSED (THIRD DEPT))