Three individuals A, B & C, acquired a piece of property as tenants in
common.  They had an atty draw a joint ownership agrrement in which
they each extended a right of first refusal to the other two before
they could sell their interest. The agreement is poorly drawn and does
NOT contain a clause making the agreement binding on the successors,
assigns and heirs of the signatories thereto.

Shortly before her death, A, by deed of gift, deeded her interest in
the property to: "A and [A's daughter] as joint tenants with right of
survivorship."  A then died.  A's daughter then sold A's interest in
the property to X without first offering the property to B and C.  Did
the duty to offer a right of first refusal expire when A did?

Hi there,

This is an interesting case, and I'm glad to help out.

The short answer is NO..the duty to offer a right of first refusal did
not expire when A did.

Although the original joint ownership agreement did not explicitly
contain a clause making the agreement binding on the successors, the
agreement is still valid for all parties (even those who become joint
onwers through deed) as long as one of the original individuals (in
this case A, B, or C) are still present to claim joint ownership.

[A's daughter], by virtue of the deed, gains the same rights as A.
Until a point is reached where the joint ownership is held completely
by successors, all joint owners (or successors) are bound in both
directions to the agreement. This means that because [A's daughter] in
taking ownership over from A, she must abide by the agreement as
though she was A. Conversely, B and C must act within the bounds of
the agreement as if A was still alive. This stands as long as there is
ONE original owner who still claims ownership.

If all 3 owners are succeeded, then the agreement is made void because
there is no clause (such as the one you alluded to above) which deals
entirely with successors.


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Hope this was helpful; please post a clarification if you have any
problems with the information above.

Good Luck,

answerguru-ga

Thank you for a timely and well thought out response.  Not the answer
I wanted, but very helpful nonetheless.

If I may, I will respectfully disagree with my colleague,
answerguru-ga.

In many jurisdiction, including Michigan, a right of first refusal in
a deed  not referring to the grantee's successors or assigns
terminated with the death of the grantee. See Waterstradt v. Snyder,
194 N.W.2d 389 (Mich. App. 1971).

There are myriad other issues, for example: whether the disputed term
was an option, whether it was supported by separate and adequate
consideration, whether the time frame was reasonable, and whether the
disputed term constituted a restraint on alienation.

As Answerguru properly advises, this case certainly warrants a consult
with legal counsel in that jurisdiction (preferably in the county in
which the property is located) who practices in property law.

Good luck!
weisstho-ga

Hello again,

Just wanted to agree with weisstho-ga that my answer would be
different for some specific jurisdictions.

Regarding the other issues, assumptions had to be made since much of
that information was not stated. But many thanks to weisstho-ga for
being on the ball and bringing up these valid points!

answerguru-ga