How to weasel out of a deal 101:

Local kids play on soccer field.

In a shameless attempt to get more than he bargained for, a local landowner has recently gone to court in an effort to circumvent his contract obligations. For several years now, Mr. Landlord has leased a field to the town for use as soccer fields for local city league soccer games and other community activies. Included in the terms of the lease was a right of first refusal.



Mr. Landlowner apparently later received an offer he couldn't refuse to sell his property, including the soccer field area. Mr. Landowner notified the town that he would not renew the lease because he was going to sell to someone else. When the town responded that Mr. Landowner could not legally do this without giving the town an opportunity to redeem its right of first refusal, the matter was taken to court.

The town claimed that Mr. Landowner's agreement to sell to another party without giving the town an opportunity to redeem its right of first refusal was a breach of contract. Mr. Landlord answered by raising a statute of frauds defense. Landlord argued that the lease did not specify the dimensions of the property leased, so it was inappropriate under the statute of frauds to enforce the right of first refusal.

The town attempted to answer the defense by introducing extrinsic evidence such as aerial photos of the property used to demonstrate boundaries of the soccer field in the hopes that this would define the property clearly enough for statute of frauds purposes.

Mr. Landlord contested the introduction of such evidence, citing the parol evidence rule.



The trial court ruled in favor of Mr. Landlord. It held that because there was no description of the soccer field in the lease, it was inappropriate under the statute of frauds to honor the right of first refusal. In reaching this decision, the court declined to consider the extrinsic evidence the town submitted in an attempt to define the property, citing the parol evidence rule.



The town, on appeal, argued that the field was sufficiently defined, and that not to enforce the right of first refusal would circumvent the intent of the parties at the time of contract formation. The town had used the same fields for several years with no complaint. Further, the town argued that the document was not completely integrated, so extrinsic evidence to explain the meaning of the lease contract should have been admitted at trial. The town argued that, if admitted, this evidence would have defined the soccer field sufficiently for statute of frauds purposes.

Decision in this matter is pending.