The landlord entered into an agreement to sell a commercial property to a third-party purchaser, subject to the tenant's right of first refusal.
After the tenant indicated it would not pay the proposed price, the landlord and purchaser entered into a second agreement without the right of first refusal condition.
The tenant subsequently exercised its right of first refusal, leading both the tenant and the purchaser to seek specific performance.
The trial judge granted specific performance to the purchaser, finding the right of first refusal void for uncertainty.
The Court of Appeal allowed the tenant's appeal, holding that the right of first refusal was enforceable, converted into an equitable interest when the landlord accepted the purchaser's offer, and was not waived by the tenant's negotiating tactics.
