Bidache, Inc. v. Martin, No. 94-210

CourtUnited States State Supreme Court of Wyoming
Writing for the CourtBefore GOLDEN; LEHMAN
Citation899 P.2d 872
PartiesBIDACHE, INC., a Wyoming corporation, Appellant (Defendant/Third Party Plaintiff), v. Henry MARTIN and Johanna Miller, Appellees (Plaintiffs), and GEK Partnership, a Wyoming partnership; and Don Gronberg and Sue Gronberg, husband and wife, Appellees (Third Party Defendants).
Decision Date21 July 1995
Docket NumberNo. 94-210

Page 872

899 P.2d 872
BIDACHE, INC., a Wyoming corporation, Appellant (Defendant/Third Party Plaintiff),
v.
Henry MARTIN and Johanna Miller, Appellees (Plaintiffs),
and
GEK Partnership, a Wyoming partnership; and Don Gronberg and Sue Gronberg, husband and wife, Appellees (Third Party Defendants).
No. 94-210.
Supreme Court of Wyoming.
July 21, 1995.

Gregory C. Dyekman and Brandin Hay of Dray, Madison & Thomson, Cheyenne, Frank Hess, Jackson, for appellant.

Floyd R. King of King & King, Jackson, for appellees Martin and Miller.

William P. Schwartz of Ranck & Schwartz, Jackson, for appellees GEK and Gronbergs.

Before GOLDEN, C.J., and THOMAS, MACY, TAYLOR and LEHMAN, JJ.

LEHMAN, Justice.

The issue to be decided by this case concerns whether a right of first refusal on a commercial property was properly exercised. GEK Partnership, the holder of the right, was granted summary judgment by the trial court; and Bidache, Inc., the original offeror on the property, appeals.

We affirm.

Bidache raises a single issue for our consideration:

Page 873

Did the trial court err in awarding GEK specific performance of its option to purchase Martin and Miller's Jackson, Wy property?

GEK responds with:

Did the district court properly conclude that the undisputed material facts entitle GEK to summary judgment on Bidache's third-party complaint?

Appellees, Henry Martin and Johanna Miller (Martin and Miller), the owners of the disputed property, state the issue as:

Did the trial court err in granting summary judgment to GEK Partnership, Don Gronberg and Sue Gronberg and in denying the summary judgment of appellant, Bidache, Inc.?

FACTS

In 1986, Don and Sue Gronberg entered into a lease agreement with Martin and Miller covering certain commercial property in the town of Jackson. The lease granted the Gronbergs a right of first refusal:

4. RIGHT OF FIRST REFUSAL. Lessors [Martin and Miller] will not sell or otherwise dispose of the demised premises or any part thereof during the term of this lease or of any extension or renewal thereof until such time as Lessors shall have notified Lessees [the Gronbergs] in writing of the price, terms and conditions of any proposed sales; and Lessors agree that Lessees shall thereupon have the prior right to purchase the demised premises at the same price and upon the same terms or conditions as are contained in any bona fide offer. Said right may be exercised at any time within thirty (30) days after Lessees' receipt of such written notice of said offer. Lessees' right may be exercised by mailing at least two days before the date on which this option shall expire written notice of such exercise to Lessors by certified mail addressed to Lessors. Upon exercise of the option Lessees shall have a period of thirty (30) days thereafter before being obligated to make payment or accept title to the premises unless by the terms and conditions of said offer a period of more than thirty (30) days is specified for the closing, in which case Lessees shall have such longer period.

(Emphasis added.)

In October of 1992, Bidache made an offer for the property. Martin and Miller then notified the Gronbergs of the offer pursuant to the right of first refusal clause in the lease agreement. The Gronbergs received notice of the offer on October 13, 1992. On November 6, 1992, the Gronbergs, in compliance with the lease, notified Martin and Miller, in writing, that they were exercising their right of first refusal. Also, sometime in December of 1992, the Gronbergs formed a partnership, GEK, for the purpose of purchasing the property.

According to the terms of Bidache's offer, closing was to occur on or before December 16, 1992. That did not happen, apparently because Martin and Miller's attorney had not prepared the necessary documents. The closing date was postponed until January 14, 1993 and then again to February 5, 1993; both of those dates came and went without closing occurring.

At that time, Bidache asserted that Martin and Miller had to sell the property to...

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9 practice notes
  • Redland v. Redland, Nos. S–12–0010
    • United States
    • United States State Supreme Court of Wyoming
    • November 21, 2012
    ...must be done precisely in keeping with the option's terms. Bennett v. Foust, 996 P.2d 693, 697 (Wyo.2000); Bidache, Inc. v. Martin, 899 P.2d 872, 874 (Wyo.1995); Crockett v. Lowther, 549 P.2d 303, 310 (Wyo.1976). Given this clear precedent, we question whether Robert Redland could legally s......
  • Hovendick v. Ruby, No. 99-197.
    • United States
    • United States State Supreme Court of Wyoming
    • August 22, 2000
    ...Com'rs of Fremont County, 919 P.2d 141, 144 (Wyo.1996); Duncan v. Town of Jackson, 903 P.2d 548, 551 (Wyo.1995); Bidache Inc. v. Martin, 899 P.2d 872, 874 (Wyo.1995); Moncrief v. Louisiana Land and Exploration Co., 861 P.2d 516, 523 An analysis of the evidence, in the form of the several af......
  • Kennedy Oil v. Lance Oil & Gas Company, No. 05-95.
    • United States
    • United States State Supreme Court of Wyoming
    • January 17, 2006
    ...26, 28 (Wyo.2005); Lewis v. Community First Nat. Bank, N.A., 2004 WY 152, ¶ 8, 101 P.3d 457, 459 (Wyo.2004); and Bidache, Inc. v. Martin, 899 P.2d 872, 873-74 (Wyo.1995). We will note, in particular, that we will uphold a summary judgment on the basis of any proper legal theory appearing in......
  • Miller v. LeSea Broadcasting, Inc., No. 96-1273
    • United States
    • United States Courts of Appeals. United States Court of Appeals (7th Circuit)
    • July 2, 1996
    ...at that point the holder of the option has the right to buy the property, a right that is a true option. E.g., Bidache, Inc. v. Martin, 899 P.2d 872, 874 The principal value of a right of first refusal to the holder, when the holder is a lessee of real estate (and it is in the real estate m......
  • Request a trial to view additional results
9 cases
  • Redland v. Redland, Nos. S–12–0010
    • United States
    • United States State Supreme Court of Wyoming
    • November 21, 2012
    ...must be done precisely in keeping with the option's terms. Bennett v. Foust, 996 P.2d 693, 697 (Wyo.2000); Bidache, Inc. v. Martin, 899 P.2d 872, 874 (Wyo.1995); Crockett v. Lowther, 549 P.2d 303, 310 (Wyo.1976). Given this clear precedent, we question whether Robert Redland could legally s......
  • Hovendick v. Ruby, No. 99-197.
    • United States
    • United States State Supreme Court of Wyoming
    • August 22, 2000
    ...Com'rs of Fremont County, 919 P.2d 141, 144 (Wyo.1996); Duncan v. Town of Jackson, 903 P.2d 548, 551 (Wyo.1995); Bidache Inc. v. Martin, 899 P.2d 872, 874 (Wyo.1995); Moncrief v. Louisiana Land and Exploration Co., 861 P.2d 516, 523 An analysis of the evidence, in the form of the several af......
  • Kennedy Oil v. Lance Oil & Gas Company, No. 05-95.
    • United States
    • United States State Supreme Court of Wyoming
    • January 17, 2006
    ...26, 28 (Wyo.2005); Lewis v. Community First Nat. Bank, N.A., 2004 WY 152, ¶ 8, 101 P.3d 457, 459 (Wyo.2004); and Bidache, Inc. v. Martin, 899 P.2d 872, 873-74 (Wyo.1995). We will note, in particular, that we will uphold a summary judgment on the basis of any proper legal theory appearing in......
  • Miller v. LeSea Broadcasting, Inc., No. 96-1273
    • United States
    • United States Courts of Appeals. United States Court of Appeals (7th Circuit)
    • July 2, 1996
    ...at that point the holder of the option has the right to buy the property, a right that is a true option. E.g., Bidache, Inc. v. Martin, 899 P.2d 872, 874 The principal value of a right of first refusal to the holder, when the holder is a lessee of real estate (and it is in the real estate m......
  • Request a trial to view additional results

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