Halpern v. Smith, 2023 Ohio 1370

In 2018 Halpern bought 14.5 acres from the Smiths and the parties executed a Right of First Offer (ROFO) on the Smiths’ remaining “option parcel.” ROFO required written notice of intent to sell with proposed terms, a 45‑day good‑faith negotiation period if Halpern elected to make an offer, and a 6‑month restriction before re‑marketing without re‑notice.
In 2019 the Smiths listed the parcel at $2.75M; the Halperns orally declined. The Smiths later negotiated with JAF (developer) and executed a purchase agreement (Jan. 30, 2020) that contingentized JAF’s closing on a signed waiver from Halpern.
The Smiths sent a March 17, 2020 notice and Halpern executed a statement on March 18 that she would not exercise the ROFO. The JAF deal did not close within six months.
On December 9, 2020 the Smiths sent a new written notice proposing different terms (including $1.5M). On Dec. 10 Halpern elected to exercise the ROFO and the 45‑day negotiation period began; the parties never reached agreement.
Halpern sued (Feb. 12, 2021) for breach of contract, specific performance, and injunctive relief. The trial court granted summary judgment for the Smiths (but declared the ROFO remains valid). The Court of Appeals affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Dec. 9 notice + Halpern’s election created a binding sale contract	Dec. 9 notice plus Halpern’s election formed a binding agreement to buy	ROFO only gives Halpern the right to make an offer and trigger negotiations; essential terms remained unresolved	No binding sale contract; no meeting of minds and material terms unresolved
Whether the Smiths materially breached the ROFO (notice/marketing & good‑faith negotiation)	Smiths marketed and negotiated with third parties without proper written notice and failed to negotiate in good faith	Halpern received notice(s), waived earlier notice, later exercised ROFO; any notice defects or conduct were immaterial under the agreement	Any alleged notice failures were not material breaches; parties later negotiated and ROFO remained effective
Whether Halpern is entitled to damages, specific performance, or injunctive relief	Halpern seeks compensatory damages and equitable relief to prevent sale or force performance	No demonstrable damages with reasonable certainty; property not sold and ROFO still in effect so injunction/specific performance unwarranted	No damages proven; no specific performance or injunction; summary judgment for Smiths
Whether the ROFO remains enforceable	(Implicit) Halpern argued rights were violated and sought remedies	Smiths maintained ROFO remains in effect and any violations did not render it unenforceable	ROFO is a valid, enforceable contract and remains in effect

Latina v. Woodpath Dev. Co., 57 Ohio St.3d 212 (distinguishing right of first offer from right of first refusal)
Long Beach Assn. v. Jones, 82 Ohio St.3d 574 (written contract construction is a matter of law)
Inland Refuse Transfer Co. v. Browning‑Ferris Indus. of Ohio, Inc., 15 Ohio St.3d 321 (principles of contract interpretation)
Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (court may not create a new contract contrary to clear terms)
Blosser v. Enderlin, 113 Ohio St. 121 (agreement ascertained from contract language)
Rayess v. Educ. Comm. for Foreign Med. Graduates, 134 Ohio St.3d 509 (elements of contract formation)
Kostelnik v. Helper, 96 Ohio St.3d 1 (requirements for formation: mutual assent, definite essential terms)
Bank of New York Mellon v. Rhiel, 155 Ohio St.3d 558 (meeting of the minds and reasonably certain terms required)
Grafton v. Ohio Edison Co., 77 Ohio St.3d 102 (summary judgment standard)
Metropolitan Life Ins. Co. v. Triskett Illinois, Inc., 97 Ohio App.3d 228 (plaintiff must prove damages resulting from breach)
Software Clearing House, Inc. v. Intrak, Inc., 66 Ohio App.3d 163 (materiality of breach analysis)
Akro‑Plastics v. Drake Indus., 115 Ohio App.3d 221 (damages must be shown with reasonable certainty)
Wagenheim v. Alexander Grant & Co., 19 Ohio App.3d 7 (damages cannot be speculative)