Jerry N. Black, M.D. v. St. Joseph's Hospital of Buckhannon, Inc., 234 W. Va. 175

In 1982 Dr. Jerry N. Black and St. Joseph’s Hospital entered a Memorandum Agreement with an attached "Option to Repurchase" giving the hospital a first option to buy Dr. Black's physician office building; the option purports to expire June 3, 2081.
The Option contains a "Notice of Exercise" requiring written notice by registered mail at least one year prior to expiration and a clause stating the option "can only be given at any time within one year prior to the date of the expiration of this Option."
In 2012 the hospital sued for declaratory judgment asking the circuit court to declare the instrument an option contract (not a right of first refusal); it did not specifically ask the court to interpret the notice/timing provisions or to rule on enforceability/validity.
At the summary judgment hearing both parties agreed the instrument is an option contract; Dr. Black said the remaining dispute concerned when the option may be exercised (only the final year vs. any time before one year prior to expiration).
The circuit court directed the hospital to prepare an order; the hospital’s proposed order stated the agreement "is a valid Option Contract under West Virginia law." The court entered that order over Dr. Black’s objection.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Is the instrument an option contract or a right of first refusal?	The instrument is an executed option contract, not a right of first refusal.	Conceded it is an option contract.	Held: The agreement is an option contract (affirmed as to this issue).
Did the circuit court properly adjudicate the option's validity/enforceability?	Implicitly argued validity; included "valid" language in proposed order.	Argued validity/enforceability were not before the court and the court expressly declined to rule on timing/validity.	Held: Circuit court erred in ruling the option is "valid" because validity/timing were not pleaded or decided (reversed as to that language).
May the option be exercised outside the final year (timing interpretation)?	Hospital contended it could exercise any time prior to one year before expiration.	Black argued option can only be exercised within the final one-year period (and hospital reading raises perpetuities and fairness issues).	Held: Not decided — timing question was not before the court and remains for further proceedings.
Did the summary judgment order supply sufficient findings to permit appellate review of validity?	N/A (hospital did not present factual/legal support in the order).	Argued order improperly inserted substantive ruling without factual/legal support.	Held: Order lacked necessary factual/legal findings to support a validity ruling; remand required if validity is later adjudicated.

Pollock v. Brookover, 60 W.Va. 75, 53 S.E. 795 (1906) (defines an option contract as an executed contract granting an exclusive right to purchase within a specified time)
Am. Canadian Expeditions, Ltd. v. Gauley River Corp., 221 W.Va. 442, 655 S.E.2d 188 (2007) (accord on nature of option contracts)
Cox v. Amick, 195 W.Va. 608, 466 S.E.2d 459 (1995) (declaratory judgment actions reviewed de novo; factual findings for declaratory relief reviewed for clear error)
Painter v. Peavy, 192 W.Va. 189, 451 S.E.2d 755 (1994) (standard of review for summary judgment is de novo)
Fayette County Natl. Bank v. Lilly, 199 W.Va. 349, 484 S.E.2d 232 (1997) (summary judgment orders must include factual findings sufficient for meaningful appellate review)
Smith v. VanVoorhis, 170 W.Va. 729, 296 S.E.2d 851 (1982) (distinguishes an option from a right of first refusal)