Can a third party who makes an offer for a right of first refusal challenge the bona fide nature of the offer?

California, United States of America


The following excerpt is from IJLSF, LLC v. It's Just Lunch International, LLC, E071940 (Cal. App. 2021):

The same dynamic was at work in Rappaport v. Estate of Banfield (Vt. 2007) 924 A.2d 72, where the holder of the right of first refusal challenged the bona fide nature of the third party offer for attempting to limit his right to only [one lot of the property] and artificially inflating the price for [that lot]. (Id. at p. 74.) The Rappaport court reasoned, however, that [a] prospective buyer may inflate the price for a parcel, or be motivated by a desire to defeat a right of first refusal, and still make a bona fide offer. (Id. at p. 79.) The court held that, in general, courts will answer whether an offer is bona fide by asking whether the purchaser honestly intended to be bound by its offer. (Ibid.)

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