Hartzheim

I. Introduction

Plaintiff Hartzheim Enterprises, LLC, leased a parcel of real property from defendant Valley View Packing, Co. (Valley View), under a lease that gave Hartzheim a “right of first refusal” to purchase the property in the event Valley View decided to sell it. Valley View, which was a partnership owned and controlled by members of the Rubino family, transferred the property to the partners’ grandchildren without giving Hartzheim an opportunity to purchase it. Hartzheim sued, claiming that Valley View had failed to honor the right of first refusal contained in the lease. On cross-motions for summary adjudication the trial court held that the transfer did not trigger the right of first refusal. Hartzheim appeals from the resulting judgment.

We shall affirm. We conclude that this particular intrafamily transfer did not trigger the right of first refusal because it was not made pursuant to a “bona fide offer from any third party for the purchase” of the property, as required by the parties’ agreement.

II. Facts

Peter Rubino settled in the Santa Clara Valley in 1892. His sons, Sam, Leonard, and Joseph, formed Valley Land & Cattle Company (Valley Land & Cattle),…