Right-of-first-refusal agreement; Presumption that preemptive rights are personal to the parties; Whether the agreement was descendible; “Successor”; Applying the ejusdem generis principle to contracts; Effect of plaintiff’s decision not to previously exercise his right of first refusal; Limiting rights of first refusal to a “reasonable period”

Concluding that the right-of-first-refusal agreement at issue could not “be construed as running with the land or otherwise surviving plaintiff’s decision to affirmatively decline to exercise his right of first refusal” when the property was previously conveyed, the court affirmed summary disposition for defendants. Plaintiff entered into the agreement with a prior owner (S) of defendant-Blodgett’s property. During one of the sales of the property in the interim, he “was offered, and expressly declined to exercise, his right of first refusal.” The persons (the Ps) who then bought it sold it to Blodgett. Five years later, plaintiff filed this action, unsuccessfully seeking to enforce his rights under the agreement. The court noted that the agreement was clearly descendible in part. It provided that it “shall enure to the benefit of and be binding upon the parties hereto, their respective heirs, administrators, executors, representatives, successors and/or assigns.” It did not define the word successor. Reviewing dictionary definitions, the court concluded that the word, standing alone, seemed “to broadly encompass any person who later holds title to the property, such as Blodgett. However, the circumstances and the rest of the contract show that such an expansive interpretation was not intended. The recitals at the” beginning of the agreement specifically referred to plaintiff and S, personally. Further, the ejusdem generis principle may be applied to contracts, and reading the term “successors and/or assigns” in context, it appeared “to mean something narrower than anybody who ever owns property once owned by either” S or plaintiff. Rather, it appeared to mean “someone who has acquired an interest directly from either [S] or plaintiff by some manner other than a bona fide purchase of property.” This backdrop framed the central inquiry here, “the effect of plaintiff’s decision not to exercise his right of first refusal” when the bank sold the Ps the property. The court concluded that “the better construction would seem to be that unless the contract specifies otherwise, the holder of a right of first refusal will extinguish that right by affirmatively declining to exercise it, presuming the right became vested and the holder had a proper opportunity to exercise it.”