Plaintiff Weber Meadow-View Corporation sued to enforce a “first right of refusal” to buy a tract of land in Summit County from the defendant, Florence Wilde. Upon the basis of the submissions and stipulated facts, it appears that defendant Church made an offer of $200,000, which was to be paid in part by the conveyance of a particular home in the town of Oakley, stated to be worth $48,000, and the balance in cash. On September 10, 1976, Mrs. Wilde submitted that offer to plaintiff Weber Meadow-View in order that it could meet it and thereby exercise its first right of refusal, if it so desired. Upon being advised of those terms, plaintiff on September 17, 1976 offered: $200,000 to be paid: $1,000 deposit, $199,000 on delivery of deed, which would include any piece of real property selected by Mrs. Wilde, with a value of up to $50,-000. Defendant Florence Wilde did not consider plaintiff’s offer acceptable, but instead chose to accept the offer of the Church including the home she desired.
Upon the basis of the foregoing stipulated facts, the parties agreed to submit the controversy to the trial court on these two issues of law:
1. May Mrs. Florence S. Wilde, as promissor under a recorded First Right of Refusal, accept an offer from a third party, Salt Lake Monument Park Stake, which includes the trade of a unique and specific piece of real property, and thereby make it impossible for the promisee, Weber Meadow-View Corporation, to exercise the First Right of Refusal?
2. Did the terms of Weber Meadow-View Corporation’s Earnest Money Receipt and Offer to Purchase sufficiently comport with the terms offered by Salt Lake Monument Park Stake so that, upon Weber Meadow-View Corporation’s tender of their Earnest Money Receipt and Offer to Purchase, a binding contract to sell the Real Property arose between Florence Wilde and Weber Meadow-View Corporation?
The trial court ruled in favor of defendants and plaintiff appealed.
Plaintiff argues, not entirely without reason, that in a situation of this kind, an optionor (such as Mrs. Wilde) could make it impossible for the optionee (plaintiff) to perform by demanding one particular finger ring, an old hat, or any other unique item which the optionee could not obtain, and thus defeat the optionee’s right.
*1055There is no doubt about the correctness of plaintiffs contention that one who enters into a contract must cooperate in good faith to carry out the intention the parties had in mind when it was made; and that he should not be permitted to engage in any subterfuge or devious means to prevent the other party from performing, and then use that as an excuse for failing to keep his own commitment.1 The significant fact here is that the plaintiff makes no claim that there was any such subterfuge or collusion. In response to the court’s question, its counsel expressly stated that it did not claim any collusion or bad faith, which it will be noted, is in conformity with the omission of any such contention in the stipulated facts above recited.
As the owner of the property in question, the granting of a “right of first refusal” placed Mrs. Wilde under no obligation to sell her property, it only committed her to give the optionee (plaintiff) the first right to purchase upon her terms, if and when she decided to sell.2 But the decision as to both the time and the terms upon which the optionor would sell her property remains her exclusive prerogative so long as she acts in good faith and without any ulterior purpose to defeat the right of the optionee. This freedom of choice of the optionor is not diminished or adversely affected because a substantial part of the consideration for which she decides to sell is some unique chattel or parcel of property.
The fact appears to be that as a condition to selling her property Mrs. Wilde wanted not only the $200,000 which plaintiff was willing to pay, but also as a substantial part of that inducement she wanted the particular home in the town of Oakley. We are not made aware whether the plaintiff could or could not have purchased that particular home for her. But what does appear is that it did not do so, but offered her some other home of her choosing at about the same value (up to $50,000), which Mrs. Wilde indicated was not what she wanted.
In harmony with what has been said above, we are not persuaded that the trial court was in error in concluding that the plaintiff’s offer to purchase did not meet the terms upon which Mrs. Wilde had offered to sell her property and that she was therefore justified in accepting the offer of defendant Church.
Affirmed. Costs to defendants (respondents).
ELLETT, C. J., and WILKINS and HALL, JJ., concur.. Fischer v. Johnson, Utah, 525 P.2d 45 (1974); Cummings v. Nielson, 42 Utah 157, 129 P. 619 (1912); 5 Wiiliston on Contracts, Sec. 677; 17A C.J.S. Contracts § 468.
. Chournos v. Evona Jnv. Co., 97 Utah 335, 93 P.2d 450 (1939); 77 Am.Jur.2d, Vendor and Purchaser, Sec. 49; 91 C.J.S. Vendor and Purchaser § 19.1 (pocket part).