Studio X, Inc. and Interfinancial Properties, Inc., brought this action against Weener, Mason and Nathan, L. L. P., Phillip Weener, P. C., Phillip Weener, William Mason, and Eric Nathan collectively the attorneys, alleging the attorneys committed legal malpractice and breached a fiduciary duty in the manner in which they handled a commercial real estate transaction. Studio X and its joint venturer, Interfinancial Properties, collectively Studio X, appeal from the grant of summary judgment to the attorneys. Studio X entered into a commercial lease contract with the Mary T. Cristal Trust to lease real property owned by the Trust. The lease contained a “right of first refusal” clause, which provided that: During the term of Tenant’s tenancy in the demised premises should Mary T. Cristal Trust receive an acceptable offer to purchase the property of which the demised premises are a part, Mary T. Cristal Trust grants Tenant the right of first refusal to match the offer and purchase the property. In order to exercise its right of first refusal, Tenant must enter into a binding earnest money contract identical to that which was presented to Trust within 14 days of being presented with a copy of the acceptable contract. The trust agreement contained a provision stating that no interest in real property belonging to the Trust may be sold without the written consent of a majority of the Trust’s beneficiaries; there are six beneficiaries. Richard Browdy and Robert Krasnoff are the trustees.
During the lease term, trustee Browdy executed a listing agreement for a real estate agency to market the property. Five Kings, Inc., submitted an offer to purchase the property. Three of the six beneficiaries told Browdy that the Five Kings’ offer was acceptable, while the other three had not agreed to sell the property.
