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FWT, Inc. v. Haskin Wallace Mason Property Management, L.L.P.

The holder of a preferential right who desires to exercise that right can be required under certain circumstances to purchase assets that are bundled with the subject property when those assets are part of the terms and conditions of a contract offered by a bona fide purchaser. Fort Worth Court of Appeals, No. 2-08-321-CV, 08-27-2009

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OPINION

I. INTRODUCTION

Texas law is clear that a right of first refusal empowers its holder with a preferential right to purchase the subject property on the same terms offered by or to a bona fide purchaser. Tenneco Inc. v. Enter. Prods. Co., 925 S.W.2d 640, 644 (Tex. 1996). What is less clear is whether the holder of a preferential right who desires to exercise that right can be required under certain circumstances to purchase assets that are bundled with the subject property because those assets are part of the terms and conditions of a contract offered by a bona fide purchaser. This is the primary issue at the center of a dispute between Appellant FWT, Inc. and Appellee Haskin Wallace Mason Property Management, L.L.P. (“Haskin Wallace”). Under the facts of this case, we conclude that FWT was required to purchase assets bundled with property identified in a deed establishing FWT’s preferential right because the challenged terms and conditions included in a contract offered by a bona fide purchaser to Haskin Wallace were commercially reasonable, imposed in good faith, and not designed to defeat FWT’s preferential right. We will therefore affirm the trial court’s orders denying FWT’s motion for summary judgment, granting Haskin Wallace’s motion for summary judgment, and overruling FWT’s objections and special exceptions to Haskin Wallace’s motion for summary judgment and response.

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