Prospective purchaser of agricultural land brought action against seller and town seeking specific performance and declaratory relief after town exercised its statutory right of first refusal to purchase property that prospective purchaser had contracted to buy from seller.
The Superior Court Department granted defendants’ cross motion for summary judgment. Prospective purchaser appealed.
The Supreme Judicial Court held that:
- Notice of intent to sell was sufficient to trigger town’s statutory right of first refusal;
- Notice plainly stated that lots would be subdivided for some non-agricultural use for purposes of triggering town’s statutory right of first refusal;
- Town’s receipt of statutorily required notice of intent caused town’s statutory right of first refusal to ripen into option to purchase;
- Option to purchase was not terminated by joint letter by seller and prospective purchaser purporting to withdraw notice before town elected to exercise option; and
- Town’s statutory first refusal option was not limited to subset of land identified in notice of intent to sell as intended for nonagricultural use, but instead extended to entire 25-acre parcel.