In the wake of their failed joint venture concerning a commercial property in Gwinnett County, CS-Lakeview at Gwinnett, Inc. CS-Lakeview, and Simon Property Group, Inc., and its related entities Simon entered into a settlement agreement under which CS-Lakeview gained a right of first refusal should Simon obtain a third-party offer as to the Gwinnett property. When such an offer materialized, however, the parties differed as to the procedures to follow, and CS-Lakeview sued Simon and others for breach of contract and other claims. The trial court granted summary judgment to Simon on the ground that CS-Lakeview’s right of first refusal was invalid under Delaware’s rule against perpetuities, but allowed CS-Lakeview’s unjust enrichment claim to go forward. Both parties now appeal. We conclude that none of CS-Lakeview’s claims are viable. We therefore affirm in Case No. A06A1841 and reverse in Case No. A06A1842. The relevant facts are not in dispute. In 1985, CS-Lakeview and the Simon Property Group, both of which are Delaware corporations, began a joint venture to develop 133 acres of land in Gwinnett County. Disputes arose, and Simon sued CS-Lakeview in Delaware Chancery Court in 1994. In the settlement agreement reached late the following year, Simon received the Gwinnett property, while CS-Lakeview retained a right of first refusal under which it could match any “bona fide” offer received “at any time after November 30, 1995.” Among other things, the settlement agreement provided that the parties would “take all additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of the Agreement” and that it was “subject to and construed in accordance with the laws of the state of Delaware.”
In May 2000, Simon gave CS-Lakeview notice that Retail Development Partners RDP had made a “bona fide” offer of $5.5 million for the Gwinnett property. When CS-Lakeview asked for additional information, however, Simon reported that it had not yet received a written offer on the property. To avoid litigation over CS-Lakeview’s right of first refusal, Simon proposed an option agreement based on RDP’s tentative price of $5.5 million. The parties negotiated a license under which CS-Lakeview would inspect the property to determine its prospects for development, but failed to reach agreement on the remaining terms of the option agreement. On October 6, 2000, CS-Lakeview offered $3.85 million for the Gwinnett property.1 Soon afterward, Simon rejected this offer, although CS-Lakeview objected that its right had been ignored. In June 2001, Simon sold the Gwinnett property to RDP for the same $5.5 million price it had quoted to CS-Lakeview the previous October.
