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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. Too many attorneys take their position as a license to intimidate and threaten non attorneys in person and by mail. Did find it ironic that a reader moved to comment twice on this article could not complete a paragraph without resorting to insulting name calling (rethuglican) as a substitute for reasoned discussion. Some people will never get the point this action should have made.

  2. People have heard of Magna Carta, and not the Provisions of Oxford & Westminster. Not that anybody really cares. Today, it might be considered ethnic or racial bias to talk about the "Anglo Saxon common law." I don't even see the word English in the blurb above. Anyhow speaking of Edward I-- he was famously intolerant of diversity himself viz the Edict of Expulsion 1290. So all he did too like making parliament a permanent institution-- that all must be discredited. 100 years from now such commemorations will be in the dustbin of history.

  3. Oops, I meant discipline, not disciple. Interesting that those words share such a close relationship. We attorneys are to be disciples of the law, being disciplined to serve the law and its source, the constitutions. Do that, and the goals of Magna Carta are advanced. Do that not and Magna Carta is usurped. Do that not and you should be disciplined. Do that and you should be counted a good disciple. My experiences, once again, do not reveal a process that is adhering to the due process ideals of Magna Carta. Just the opposite, in fact. Braveheart's dying rebel (for a great cause) yell comes to mind.

  4. It is not a sign of the times that many Ind licensed attorneys (I am not) would fear writing what I wrote below, even if they had experiences to back it up. Let's take a minute to thank God for the brave Baron's who risked death by torture to tell the government that it was in the wrong. Today is a career ruination that whistleblowers risk. That is often brought on by denial of licenses or disciple for those who dare speak truth to power. Magna Carta says truth rules power, power too often claims that truth matters not, only Power. Fight such power for the good of our constitutional republics. If we lose them we have only bureaucratic tyranny to pass onto our children. Government attorneys, of all lawyers, should best realize this and work to see our patrimony preserved. I am now a government attorney (once again) in Kansas, and respecting the rule of law is my passion, first and foremost.

  5. I have dealt with more than a few I-465 moat-protected government attorneys and even judges who just cannot seem to wrap their heads around the core of this 800 year old document. I guess monarchial privileges and powers corrupt still ..... from an academic website on this fantastic "treaty" between the King and the people ... "Enduring Principles of Liberty Magna Carta was written by a group of 13th-century barons to protect their rights and property against a tyrannical king. There are two principles expressed in Magna Carta that resonate to this day: "No freeman shall be taken, imprisoned, disseised, outlawed, banished, or in any way destroyed, nor will We proceed against or prosecute him, except by the lawful judgment of his peers or by the law of the land." "To no one will We sell, to no one will We deny or delay, right or justice." Inspiration for Americans During the American Revolution, Magna Carta served to inspire and justify action in liberty’s defense. The colonists believed they were entitled to the same rights as Englishmen, rights guaranteed in Magna Carta. They embedded those rights into the laws of their states and later into the Constitution and Bill of Rights. The Fifth Amendment to the Constitution ("no person shall . . . be deprived of life, liberty, or property, without due process of law.") is a direct descendent of Magna Carta's guarantee of proceedings according to the "law of the land." http://www.archives.gov/exhibits/featured_documents/magna_carta/

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