Halpern v. Smith

Citations

• 219 N.E.3d 364
• 2023 Ohio 1370

Syllabus

Summary judgment de novo breach of contract specific performance injunctive relief right of first offer right of first refusal contract matter of law existence meeting of the minds material terms material breach notice negotiations good faith damages reasonable certainty speculative. Affirmed the trial court's decision to grant summary judgment in favor of the defendants/appellees on the claims in the complaint for breach of contract, specific performance, and injunctive relief. The plaintiff/appellant had a right of first offer, not a right of first refusal, which is decidedly different. Upon applying ordinary contract principles, appellees were entitled to judgment as a matter of law. Although the parties entered a right of first offer agreement, they did not have a binding and enforceable contract for the sale of the property. Even if there was a breach of the right of first offer agreement, which required the parties to negotiate in good faith, summary judgment was warranted because damages were speculative and the claims otherwise failed.