DePetrillo v. Belo Holdings, Inc.
45 A.3d 485
| R.I. | 2012Background
- Thirty-acre parcel on Ludlow Street in Johnston is subject to a 1985 lease granting a RoFR to purchase the 500-foot radius around Belo's FM tower.
- Appendix A to the lease defines the RoFR property; Belo later became lessor and Citadel the lessee.
- In 2009, plaintiff entered a March 31 purchase agreement contingent on Citadel waiving/exercising its RoFR; Belo notified Citadel of the RoFR on March 24.
- Citadel exercised its RoFR on April 22, 2009; Belo told plaintiff Citadel was exercising, offering a letter agreement.
- Citadel and Belo closed on the property August 13, 2009; plaintiff filed lis pendens and then sued for declaratory relief and specific performance.
- Superior Court granted summary judgment in favor of Belo and Citadel; plaintiff appealed, arguing standing and RoFR validity.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether DePetrillo had standing to challenge the RoFR | DePetrillo had a concrete interest and suffered injury from RoFR exercise. | DePetrillo was a stranger to the RoFR and lacked standing to challenge it. | No standing; plaintiff lacked authority to challenge RoFR. |
| Whether Citadel's RoFR was enforceable given the property description | RoFR was indefinable under the statute of frauds and lacked a proper description. | RoFR was sufficiently definite for enforcement despite partial parcel | RoFR described sufficiently; enforcement upheld. |
| Effect of Citadel's RoFR exercise on plaintiff's purchase agreement | RoFR exercise did not automatically terminate plaintiff's agreement. | RoFR exercise terminated plaintiff's agreement and extinguished his rights. | Citadel's RoFR match terminated plaintiff's agreement; rights extinguished. |
Key Cases Cited
- Brough v. Foley, 525 A.2d 919 (R.I.1987) (stranger to RoFR lacks standing to challenge validity)
- Sawyer v. Firestone, 513 A.2d 36 (R.I.1986) (seller cannot defeat RoFR by broader sale; can enjoin larger tract sale)
- Kenyon v. Andersen, 656 A.2d 963 (R.I.1995) (right of first refusal requires offer to purchaser first)
- Hood v. Hawkins, 478 A.2d 181 (R.I.1984) (definition of RoFR terms governs exercise)
- Montecalvo v. Mandarelli, 682 A.2d 918 (R.I.1996) (lis pendens effect on conveyance and notice cautions)
- Cortellesso v. Zanni, 694 A.2d 751 (R.I.1997) (lis pendens binds successors; authority to convey subject to judgment)
- Rhode Island Ophthalmological Soc'y v. Cannon, 317 A.2d 124 (R.I.1974) (standing requires concrete injury in fact)
- Meyer v. City of Newport, 844 A.2d 148 (R.I.2004) (standing must be concrete and particularized)
- Bowen v. Mollis, 945 A.2d 314 (R.I.2008) (standing requirements applied to declaratory judgments)