Carl M. Archer Trust No. Three, Mary Frances G. Archer Trust No. Three, and Mary Archer Dixon and Carla Archer Johnson, Trustees v. Ronald Ralph Tregellas and Donnita Tregellas, 566 S.W.3d 281

Background

In 2003 the Cook family conveyed surface rights to Trustees and granted Trustees a recorded right of first refusal (ROFR) to purchase the retained mineral interest; the instrument was recorded (with a later county-correction recorded in 2004).
In March 2007 two grantors (the Farbers) conveyed their mineral interest to the Tregellases without notifying Trustees or offering the minerals to Trustees per the ROFR; the deed was recorded.
Trustees learned of the 2007 conveyance only in May 2011 and the next day sued the Farbers and the Tregellases for breach of the ROFR and sought specific performance and fees; Trustees later nonsuited the Farbers and proceeded against the Tregellases.
The trial court found the Tregellases purchased with notice of the ROFR, that Trustees did not know and could not reasonably have known of the conveyance until May 4, 2011, and awarded specific performance and attorney’s fees to Trustees.
The court of appeals reversed, holding the cause of action accrued at the 2007 conveyance and that the discovery rule does not apply; the Texas Supreme Court granted review and reinstated the trial court judgment in part.

Issues

Issue	Plaintiff's Argument (Trustees)	Defendant's Argument (Tregellas)	Held
When did the ROFR breach cause of action accrue?	Accrual occurred in May 2011 when Trustees learned of the sale and attempted to exercise the option (suit = ripened option).	Accrual occurred at the 2007 conveyance when the grantors sold without notice.	Accrual occurred at the 2007 conveyance; breach and legal injury occurred then.
Does the discovery rule defer accrual?	Yes: ROFR holders have no duty to monitor records and the injury is inherently undiscoverable until notice.	No: conveyances are publicly recorded and a diligent rightholder should discover them.	Yes: discovery rule applies to ROFR breaches where holder received no notice; accrual deferred until holder knew or should have known.
Was Trustees’ suit time-barred under the 4‑year statute?	Not time-barred because accrual was deferred by discovery rule to May 2011 and suit was timely.	Time-barred because accrual was March 2007 and suit filed after four years.	Not time-barred: trial court finding that Trustees did not know (and reasonably could not know) before May 4, 2011 was unrebutted.
Is specific performance available against a purchaser with notice?	Yes: purchaser with actual or constructive notice takes subject to ROFR and can be compelled to convey.	N/A (Tregellases disputed timeliness but not specific performance doctrine).	Yes: purchaser with notice stands in seller’s shoes and may be ordered to convey; trial court’s specific performance reinstated.

Key Cases Cited

Tenneco Inc. v. Enter. Prods. Co., 925 S.W.2d 640 (Tex. 1996) (defines ROFR as preferential right to purchase on same terms)
Provident Life & Accident Ins. Co. v. Knott, 128 S.W.3d 211 (Tex. 2003) (accrual when facts authorize judicial remedy)
S.V. v. R.V., 933 S.W.2d 1 (Tex. 1996) (cause accrues when wrongful act causes legal injury; discovery rule standard)
Cosgrove v. Cade, 468 S.W.3d 32 (Tex. 2015) (contract claim accrues at breach)
Via Net v. TIG Ins. Co., 211 S.W.3d 310 (Tex. 2006) (discovery rule for contract claims should be rare; diligence required)
BP Am. Prod. Co. v. Marshall, 342 S.W.3d 59 (Tex. 2011) (discovery-rule elements: inherently undiscoverable and objectively verifiable)
HECI Expl. Co. v. Neel, 982 S.W.2d 881 (Tex. 1998) (inherently undiscoverable determination is categorical)
Jarvis v. Peltier, 400 S.W.3d 644 (Tex. App.—Tyler 2013) (purchaser with notice takes subject to ROFR and may be compelled to convey)