S & L Properties New Pinery, LLC v. Todd W. Bennett
2024 WI App 74
Wis. Ct. App.2024Background
- S&L Properties (S&L) bought land from the Bennetts and obtained a Right of First Refusal (ROFR) on the Bennetts' remaining commercial property.
- The ROFR Agreement required the Bennetts to notify S&L’s manager (Liegel) and attorney (Latta) with a complete copy of any purchase offer they intended to accept, triggering S&L’s 30-day option.
- In 2021, the Bennetts accepted an offer from Kwik Trip and attempted notices to S&L on three occasions (June 25, July 27, August 31), but initial notices were incomplete or not properly delivered.
- S&L exercised its ROFR one day after the August 31 notice; the Bennetts refused, arguing S&L failed to timely exercise within the required window.
- The circuit court ruled for the Bennetts and Kwik Trip on summary judgment, holding S&L’s exercise was untimely; S&L appealed.
Issues
| Issue | Plaintiff's Argument (S&L) | Defendant's Argument (Bennetts/Kwik Trip) | Held |
|---|---|---|---|
| Whether the June 25 delivery constituted valid notice under ROFR | June 25 notice was incomplete (missing Exhibit A); did not start 30-day period | June 25 notice was sufficient despite missing Exhibit A | Not valid notice; lacking complete offer (Exhibit A) |
| Whether the July 27 delivery cured the June 25 notice deficiency | July 27 delivery failed because not sent to required parties (Liegel/Latta) | Proper, as Stevenson (S&L manager) requested and received missing documents | Not valid; must follow recipient/address specifics exactly |
| Whether August 31 delivery triggered S&L’s 30-day period | Proper notice was only given Aug 31; September 1 exercise was timely | Timeliness irrelevant since prior (June/July) notices were proper | Yes; timely exercise after valid August 31 notice |
| Whether substantial performance or reasonable notice applied | Strict compliance with contract notice terms required | Substantial performance/actual/"reasonable" notice was enough | Strict compliance required as per explicit contract terms |
Key Cases Cited
- Seitzinger v. Community Health Network, 270 Wis. 2d 1 (contract language determines intent)
- Wilber Lime Prods., Inc. v. Ahrndt, 268 Wis. 2d 650 (interpretation of right of first refusal to fulfill parties’ intent)
- Maryland Arms Ltd. P’ship v. Connell, 326 Wis. 2d 300 (unambiguous contracts must be enforced as written)
- Micro-Managers, Inc. v. Gregory, 147 Wis. 2d 500 (substantial performance defined and applied in contract cases)