FAIRFAX COUNTY REDEVELOPMENT v. Riekse
707 S.E.2d 826
| Va. | 2011Background
- Fairfax granted a right of first refusal (ROFR) to repurchase the property to the Tovars in 1989, running with the land.
- ROFR allowed Fairfax to repurchase at the original price if the grantee died or decided to sell within 30 years.
- Kapanis acquired the parcel in 2002 via foreclosure; Riekse acquired it in 2003 and executed a deed of trust securing debt.
- Fairfax sued in 2007 alleging Kapanis violated the ROFR; Fairfax sought to have Riekse’s deed void ab initio and to compel conveyance.
- Circuit court held the ROFR touched and concerned the land and addressed remedy issues; Riekse’s deed was not void ab initio and Fairfax could not compel performance by non-titleholders as to the current owners.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of Riekse's deed | FAIRFAX: ROFR voids Riekse's title ab initio. | Riekse: ROFR does not render title void; no collusion; trustee rules don't apply. | Deed not void ab initio; Kapanis and Riekse may keep title. |
| Enforcement of the ROFR after transfer of title | Fairfax seeks specific performance by current owners to honor ROFR. | Kapanis/Riekse cannot be forced to convey; remedy limited since they no longer hold title. | Specific performance against non-titleholders is not available; cannot order conveyance. |
Key Cases Cited
- Bond v. Crawford, 193 Va. 437 (1952) (void ab initio relief when collusion to defeat contract)
- Thompson v. Thompson, 198 S.E. 897 (1938) (conveyance to evade performance void)
- Landa v. Century 21 Simmons & Co., Inc., 237 Va. 374 (1989) (right of first refusal enforceable against executor when promising party)
- Commonwealth Transportation Commissioner v. Windsor Industries, Inc., 272 Va. 64 (2006) (state action and re-entry rights considerations)
- Beeren & Barry Invs., LLC v. AHC, Inc., 277 Va. 32 (2009) (review of covenant running with land standards)