Raj v. Sutherlin
A buyer of one parcel obtained, through a contemporaneous addendum, a right of first refusal on the seller's adjacent parcel; sixteen years later the seller sold the adjacent parcel to a third party. The trial court granted summary judgment holding the right of first refusal unenforceable for lack of separate, separately allocated consideration. The Fourth District reversed, holding that Florida law does not require consideration for a right of first refusal to be separate and distinct from the underlying purchase contract, and that the addendum and sale contract, executed at or near the same time, are construed together as a single contract supported by the $6.4 million purchase price.
Key facts
- Buyer purchased one parcel and obtained, through a contemporaneous addendum to the purchase contract, a right of first refusal on the seller's adjacent parcel for the same $6.4 million purchase price.
- Sixteen years after the initial purchase, the seller sold the adjacent parcel to a third party without offering it to the buyer first.
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Why it matters
Transactional and real-property litigators get a clear appellate statement that a right of first refusal granted by addendum is supported by the consideration for the main purchase contract—no separate allocation of… — full analysis with a trial
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