Absent such unusual facts

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Reference no: EM133672294

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Summarize "At the other extreme, the parties' contract might expressly declare that the right of first refusal is personal, and courts will usually agree. But in Smith v Smith,3 the court held a right of first refusal to be assignable, even though the contract explicitly stated that it was personal and could not be assigned. The court did so because the contract was "replete with references to successors in interest."5 Therefore, Vogel and Smith show that simply labeling a right of first refusal as "personal" or "assignable" in the contract will not automatically resolve the issue in court. Both cases contained unusual fact patterns (the contract in Vogel left out "assigns" and the contract in Smith contained provisions that contradicted its "personal" label), however, that tipped the scale away from the explicit language in the contract. Absent such unusual facts, contracting parties that explicitly write their intent into their agreement will usually have their intent upheld in court"

Reference no: EM133672294

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