Novack and Macey partners Mitchell L. Marinello and Andrew P. Shelby along with associate Yvette V. Mishev recently succeeded in enforcing a right of first refusal to buy commercial property in the West Loop for their client Lots of Chicago, Inc. (“Lots”). Lots’ right of first refusal (“ROFR”) was set forth in its lease of a parking lot on the property. When Sue Gin, the property’s beneficial owner, unexpectedly passed away, her estate put it up for sale along with the five other parcels making up the city block. Lots demanded the right to buy the property on the same terms as those contained in an offer the landlord had accepted from a third party. When the estate ignored its demand, Lots filed suit.
The case presented a unique situation for two reasons. First, the language of Lots’ ROFR was sparse, which the estate argued rendered it too vague and incomplete to be enforceable. Second, the event that triggered the ROFR—a third party’s offer to buy the entire city block, including the property, plus a lot across the street—did not provide a separate price for the property covered by Lots’ ROFR, making the purchase price unclear.
After two years of litigation in which the estate’s motions to dismiss and for summary judgment failed and the competing buyer unsuccessfully sought to intervene, Lots and the estate signed a purchase and sale agreement for the property. The sale closed on October 30, 2018.