Wagner

MEMORANDUM *

CT Cimarron LLC appeals from the judgment of the district court reversing a bankruptcy order declaring that it had a right of first refusal on certain California property (“the property”). We reverse. Because the parties are familiar with the complex factual and procedural history of this case, we will not recount it here.

I

The key question on appeal is whether a right of first refusal contained in a ground lease between CT Cimarron’s predecessor in interest and Richard Wagner is enforceable under California law. The ground lease provided that Wagner could not “sell or grant options with respect to or otherwise dispose of the Premises” unless he had first

Northern Wolverine, Inc., Richard Wagner’s successor in interest, executed a quitclaim deed to the property to a bankruptcy trustee in Alaska without offering CT Ci-marron the right of first refusal. The record establishes that the transfer was supported by adequate consideration.

Because Northern Wolverine, which took title to the property subject to the right of first refusal, “disposed” of the property without affording CT Cimarron the opportunity to exercise its right of first refusal, the terms of the…