Right of First Refusal requires matching offer.

Bischoff v. Bletz, Sr., Van Guilder and White (2009-192) (21-May-2010) 2010 VT 49 ( Dooley, J.)
White appeals from a judgment requiring that he pay the full purchase price offered by third-party purchasers as a requirement of exercising his right of first refusal for certain real property owned by sellers We affirm. White contends that he was required to match only the “net price” to be tendered at closing, i.e., the purchase price less payments already made by the third party for an option which, if exercised would have been credited toward the purchase price. . Sellers maintain that the trial court correctly concluded that nothing less than the full purchase price was sufficient to match the offer. A right of first refusal becomes an option to purchase once a purchaser makes an offer acceptable to the seller. The holder of the right of first refusal must exercise the option according to its terms in order to generate a binding contract to purchase. As in this case, the price term can be a requirement that the holder of the right of first refusal match the price from the prospective purchaser. The right of first refusal required White to purchase the properties “on the same terms and conditions as the original bona fide offer.” We agree with the trial court held that White would purchase the properties “on the same terms and conditions” as the offer only if he paid the full price.