(dissenting) — The majority opinion undermines the right of first refusal by casting doubt on the well understood meaning of the term.
The phrase “first refusal right” and terms of similar import have a well understood meaning in the business world which is that the owner of such a contract right is entitled to the opportunity to buy the subject property on the same terms contained in a bona -fide offer from a third party acceptable to the owner . . .
(Citations omitted. Italics ours.) Bennett Veneer Factors, Inc. v. Brewer, 73 Wn.2d 849, 856, 441 P.2d 128 (1968).
Under the majority decision, a tenant is required to accept or reject at his peril an offer from a lessor-owner at a time when a sale of the owner’s property is not imminent, i.e., it places the onus upon the tenant to determine if the owner has in fact decided to sell the property. This is not the type of protection bargained for by the tenant. The protection sought by a tenant is the right to protect his tenancy by purchasing the property upon the same terms and conditions contained in a bona fide offer from a third party, i.e., at a time when a continuation of his lease is threatened by a pending sale.
This conclusion is buttressed by the language contained in the first refusal clause of the instant lease:
Lessors hereby grant lessee 1st right of refusal in event lessors sell premises. 30 day notice.
(Italics ours.) The use of the word “sells” contemplates a sale to a third party, and not merely an offer to the tenant at the owner’s asking price when there is no actual sale pending.
Petition for rehearing denied June 10, 1975.
Review denied by Supreme Court September 5, 1975.