COA rules on right of first refusal issue

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The Indiana Court of Appeals concluded that the right of first refusal set forth in a purchase agreement of land between neighbors could only be exercised between the two neighbors and didn’t apply to the sale of land by an estate.

Richard and Elizabeth Ryan purchased a piece of land from Russell and Mary Keen in 1972. According to a purchase agreement, the Ryans had right of first refusal if the Keens ever elected to sell their property adjacent to the Ryans’ land. After Russell and Mary died, the estate sold the property to another couple without providing the Ryans a chance to exercise the right.

The Ryans sued and, in turn, the estate of Mary Keen sued Agri-Town and Lawyers Title Insurance Corp., alleging those companies were contracted to perform a title search and issue/guarantee title insurance upon which the estate relied to convey clear title to the property. The search didn’t reveal any right of interest as alleged by the Ryans.

The trial court granted summary judgment for Agri-Town and Lawyers Title, finding the right of first refusal ended at the death of the last surviving seller, Mary, and was now unenforceable.  In Richard and Elizabeth Ryan v. Lawyers Title Insurance Corp. and Elaine E. English d/b/a Agri-Town Agency, No. 56A03-1101-PL-75, the Court of Appeals affirmed after examining the terms and language of the right of first refusal as set forth in the purchase agreement.

“We are not persuaded that the designated materials and the terms of the Purchase Agreement demonstrate clear evidence of the intent of the parties to the Purchase Agreement that the right of first refusal at issue here was to continue beyond the lifetimes of the Keens as the grantors of the right,” wrote Judge Elaine Brown. “If the parties to the Purchase Agreement had intended to bind each others’ heirs or personal representatives in connection with the rights of first refusal, they could easily have so provided.”

Judge John Baker concurred in a separate opinion.



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  1. I think the cops are doing a great job locking up criminals. The Murder rates in the inner cities are skyrocketing and you think that too any people are being incarcerated. Maybe we need to lock up more of them. We have the ACLU, BLM, NAACP, Civil right Division of the DOJ, the innocent Project etc. We have court system with an appeal process that can go on for years, with attorneys supplied by the government. I'm confused as to how that translates into the idea that the defendants are not being represented properly. Maybe the attorneys need to do more Pro-Bono work

  2. We do not have 10% of our population (which would mean about 32 million) incarcerated. It's closer to 2%.

  3. If a class action suit or other manner of retribution is possible, count me in. I have email and voicemail from the man. He colluded with opposing counsel, I am certain. My case was damaged so severely it nearly lost me everything and I am still paying dearly.

  4. There's probably a lot of blame that can be cast around for Indiana Tech's abysmal bar passage rate this last February. The folks who decided that Indiana, a state with roughly 16,000 to 18,000 attorneys, needs a fifth law school need to question the motives that drove their support of this project. Others, who have been "strong supporters" of the law school, should likewise ask themselves why they believe this institution should be supported. Is it because it fills some real need in the state? Or is it, instead, nothing more than a resume builder for those who teach there part-time? And others who make excuses for the students' poor performance, especially those who offer nothing more than conspiracy theories to back up their claims--who are they helping? What evidence do they have to support their posturing? Ultimately, though, like most everything in life, whether one succeeds or fails is entirely within one's own hands. At least one student from Indiana Tech proved this when he/she took and passed the February bar. A second Indiana Tech student proved this when they took the bar in another state and passed. As for the remaining 9 who took the bar and didn't pass (apparently, one of the students successfully appealed his/her original score), it's now up to them (and nobody else) to ensure that they pass on their second attempt. These folks should feel no shame; many currently successful practicing attorneys failed the bar exam on their first try. These same attorneys picked themselves up, dusted themselves off, and got back to the rigorous study needed to ensure they would pass on their second go 'round. This is what the Indiana Tech students who didn't pass the first time need to do. Of course, none of this answers such questions as whether Indiana Tech should be accredited by the ABA, whether the school should keep its doors open, or, most importantly, whether it should have even opened its doors in the first place. Those who promoted the idea of a fifth law school in Indiana need to do a lot of soul-searching regarding their decisions. These same people should never be allowed, again, to have a say about the future of legal education in this state or anywhere else. Indiana already has four law schools. That's probably one more than it really needs. But it's more than enough.

  5. This man Steve Hubbard goes on any online post or forum he can find and tries to push his company. He said court reporters would be obsolete a few years ago, yet here we are. How does he have time to search out every single post about court reporters and even spy in private court reporting forums if his company is so successful???? Dude, get a life. And back to what this post was about, I agree that some national firms cause a huge problem.