dissenting:
This litigation originated in a Complaint in Equity by plaintiff-appellee to quiet title to a parcel of real estate. The Amended Complaint recited that appellee and her husband now deceased, executed a written agreement with appellants on June 8, 1968, referred to in the Complaint as a “Right of Preemption”, also styled a “Right of First Refusal,” to purchase a piece of real estate owned by appellee and her husband. The written agreement recited that the parties had exchanged certain other real property and that the Steuarts were granting to the McChesneys a right of first refusal to purchase a remaining parcel of land upon the following terms and conditions:
“(a) During the lifetime of said Steuarts should said Steuarts obtain a Bona Fide Purchaser for Value, the said McChesneys may exercise their right to purchase said premises at a value equivalent to the market value of the premises according to the assessment rolls as maintained by the County of Warren and Commonwealth of Pennsylvania for the levying and assessing of real estate taxes; provided, however, that the date of valuation shall be that upon which the said Steuarts notify said McChesneys, in writing, of the existence of a Bona Fide Purchaser.”
*36 The agreement was prepared by an attorney employed by the McChesneys.
On October 10, 1977, Lepha Steuart received an offer of $32,000 for the property from one Hajec; on October 13, 1977, an offer of $30,000 from Bauer; and on October 28, 1977, an offer of $39,500 from an investment group in the City of Pittsburgh. Appellee also procured an appraisal from a real estate expert of $50,000.
The complaint avers that appellants on November 11, 1977, offered to purchase the property for $7,820, which figure is precisely two times the assessed value of the property on the rolls maintained in Warren County (established in 1959 whereby the assessed value is 50% of the actual market value).
Appellee’s Amended Complaint asked the Court to make a determination of the validity and effect of the Right of First Refusal, and to compel appellants to cancel the agreement or, in the alternative, to exercise the Right of First Refusal for the fair market value of the property as determined by the appraisal or other offers on the property.
Appellants filed an answer and by way of New Matter, asked that appellee be commanded to execute a deed to appellants for $7,820.
The lower court concluded that the mutual intent of the parties to the agreement was that the formula of two times the assessed value “set a mutual protective minimum price for the premises rather than to be the controlling price without regard to a market third party offer.”
The trial judge therefore entered a decree nisi giving appellants a preemptive right to purchase the land for $35,000, exercisable within thirty days. Appellants filed exceptions which were dismissed and a final adjudication was entered on May 16, 1979, from which appellants have taken the present appeal.
I would affirm the decision of the court below. I think there is an inherent ambiguity between the grant of “a Right of First Refusal”, as recited in the Agreement between the parties and the language of the Agreement as *37quoted above. If the Steuarts had so elected they could have agreed to sell the property to the McChesneys with or without the existence of a “Bona Fide Purchaser for Value” at two times the assessed value, but the Agreement does not so provide. It says that “the said McChesneys may exercise their right to purchase ...” “(at the formulated price),” if “said Steuarts obtain a Bona Fide Purchaser for Value.”
The reference in the quoted language to a “Bona Fide Purchaser for Value” seems to me to imply that the selling price offered by the Bona Fide Purchaser is the price at which the optionees may exercise their preemptive right. Otherwise, there seems to be no point to the several references to a Bona Fide Purchaser. If the parties had simply intended that the McChesneys were to have the option to buy the land at their pleasure within the remaining lives of the Steuarts they could have set the price at two times the assessed value without reference to Bona Fide Purchasers.
The scrivener was the attorney for the McChesneys. This ambiguity should not be resolved in the McChesneys’ favor. See Elfant v. Clauss, 197 Pa.Super. 201, 177 A.2d 153 (1962); Bobali Corp. v. Tamapa Co., 235 Pa.Super. 1, 340 A.2d 485 (1975), cited by the lower court and by the parties supports the conclusion of the lower court.
I respectfully dissent and would affirm the order of the court below.