Smith v. Superior Court CA3

BACKGROUND FACTS AND PROCEDURE

Armstrong is the owner of the Property located at 1501 Blue Oaks Boulevard, in Roseville, California. The Property has two tenants: Dog Haus Restaurant and Panda Express. Armstrong and Panda Express entered into their lease agreement (the Panda Express Lease) in January 2019. The Panda Express Lease contains a right of first refusal provision giving Panda Express the right to purchase the Property on the same terms as any bona fide third-party offer. It states: “If [Armstrong] receives a bona fide offer from a third party (‘Offer’) at any time during the Term for the acquisition of fee simple title to all of [Armstrong’s] interest in the legal parcel upon which the Premises is a part (‘Right of First Refusal Property’) and [Armstrong] wishes to accept the Offer, [Armstrong] shall, subject to the limitations provided hereinafter, give [Panda Express] written notice thereof (‘Right of First Refusal Notice.’) The Right of First Refusal Notice shall include the acquisition price, all other consideration to be paid, and all other material terms of the Offer. Subject to the limitations set forth hereinafter, [Panda Express] shall, for a period of fifteen…