Ryan v. Lawyers Title Insurance Corp.

BAKER, Judge,

concurring.

I concur with the majority but write separately to emphasize a few points. As the majority states in footnote one, there were two versions of the Purchase Agreement. The Keens and the Ryans entered into the first version on November 9, 1972. By letter dated December 6, 1972, the Keens’ realtor forwarded to them a corrected version of the Purchase Agreement, which provided a much more detailed and reciprocal right of first refusal. Included in the right of first refusal of the corrected Purchase Agreement was the statement: “Both options are not to be construed as a covenant running with the land, but may only be exercised by the signatorys to this agreement.” Appellant’s App. p. 20.

The reciprocal right of first refusal, including the last sentence binding only the signatories, was added to the bottom and to the backside of the document, whereas the clause in the Purchase Agreement binding “their respective heirs, executors, administrators, successors, and assigns” was part of the preprinted form. Id. And as acknowledged by the majority, the rule is that when a contract contains general and specific provisions relating to the same subject, the specific provisions controls. Magee v. Garry-Magee, 833 N.E.2d 1083, 1092 (Ind.Ct.App.2005). Accordingly, as determined by the majority, the right of first refusal was limited to the signatories. Thus, the right terminated upon Mary’s death on March 31, 2006. Indeed, if we interpreted the right of first refusal such that it bound Mary’s heirs, executors, administrators, successors, and assigns, then it would violate the common law Rule Against Perpetuities.