E.R. Linde Construction Corp. v. Goodwin
68 A.3d 346
| Pa. Super. Ct. | 2013Background
- Lease granted Linde ROFR to purchase the Premises (87.3 acres) with real estate terms; Premises defined as real estate parcels, not assets.
- John Malti and Ronald Malti conveyed Middlecreek Quarry to Goodwin in 2007, making Goodwin the sole owner of the property.
- In 2009, Goodwin received an offer from George Cabel: $400,000 for real estate and $17,512,469 for equipment and other assets.
- Linde exercised ROFR for the real estate only, asserting the ROFR covers land, not other assets, and submitted a 5% down payment.
- Goodwin treated Linde’s response as insufficient to consummate ROFR and returned the down payment; Linde filed suit seeking declaratory judgment and specific performance.
- Trial court granted summary judgment for Goodwin; on appeal, the court reversed, holding ROFR could not be nullified by packaging with other assets and that Linde met the price for Middlecreek Quarry ($400,000) with timely down payment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Can a ROFR on property be defeated by packaging with other assets? | Linde; ROFR covers the Premises only, not other assets. | Goodwin; packaging with other assets defeats consummation of ROFR. | No; ROFR cannot be nullified by multi-asset packaging; Linde met the price for the Premises. |
| Was dismissal with prejudice appropriate given Count III remained pending? | Linde; appeal on multiple counts; not all issues resolved. | Goodwin; summary judgment on all counts appropriate. | Appeal concerns summary-judgment scope; court remands for consistent proceedings; ruling on prejudice not sustained. |
Key Cases Cited
- Boyd & Mahoney v. Chevron U.S.A., 419 Pa. Super. 24 (Pa. Super. 1992) (right cannot be nullified by packaging subject property with other assets; distinguishable facts)
- Atlantic Refining Co. v. Wyoming National Bank of Wilkes-Barre, 356 Pa. 226 (Pa. 1947) (ROFR not enlarged to cover entire property when only part is offered)
- L.E. Wallach, Inc. v. Toll, 381 Pa. 423 (Pa. 1955) (ROFR applies to specified property; separate valuation required)
- Hahalyak v. A. Frost, Inc., 444 Pa. Super. 494 (Pa. Super. 1995) (ROFR cannot be nullified by unrelated asset packaging; similar principle)
- ToDay’s Housing v. Times Shamrock Communications, Inc., 21 A.3d 1209 (Pa. Super. 2011) (standard for evaluating summary judgment in contract/ROFR contexts)