Najam, J.
Statement of the Case
B&R Oil Company, Inc. (“B&R Oil”), Empire Petroleum Partners, LLC, and EPP-Atlas Acquisitions, LLC (we refer to the LLCs collectively as “Empire”) bring this interlocutory appeal from the trial court’s entry of summary judgment for William E. Stoler, Kathlyn Stoler, Jeffrey A. Levy, and Con-Serve, Inc. (collectively referred to as “the Stolers”) on the Stolers’ complaint for breach of contract against B&R Oil. B&R Oil and Empire raise three issues for our review, which we consolidate and restate as whether the undisputed designated evidence demonstrates, as a matter of law, that B&R Oil breached its lease agreements with the Stolers. As a matter of first impression in Indiana, we hold that a lessor may not circumvent a lessee’s contractual right of first refusal to purchase the leased premises by submitting a third-party offer to the lessee in which the leased premises are bundled with other property. Accordingly, we affirm the trial court’s summary judgment for the Stolers.
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On appeal, B&R Oil first argues that the $80,000,000 purchase offer did not trigger the Stolers’ ROFR because the $80,000,000 offer was not an offer for only the leased premises. In the alternative, B&R Oil argues that, if the offer was an offer for the leased premises, B&R Oil complied with the ROFR when it gave the Stolers the opportunity to match the $80,000,000 offer. We address each argument in turn.
Whether Empire’s Offer Triggered the ROFR
We first consider B&R Oil’s argument that the $80,000,000 purchase offer did not trigger the Stolers’ ROFR. We cannot agree. According to the ROFR, the right is triggered when there is a “bona fide offer to purchase the leased premises.” Id. One significant reason for a lessee to negotiate for a ROFR is to protect the lessee from being forced into a relationship with an unknown thirdparty lessor. Here, the $80,000,000 offer sought, albeit among other things, to purchase the leased premises. And the offer, once finalized, forced the Stolers into a relationship with an unknown third party as their new lessor. While, as discussed below, the Empire offer was nonconforming, the offer nevertheless included an offer to purchase the leased premises, which confronted the Stolers with the prospect of a new lessor. Thus, we conclude that the $80,000,000 offer triggered the ROFR and the Stolers’ option to purchase the leased premises.
Whether B&R Oil Breached the Lease Agreements
We next turn to B&R Oil’s alternative argument on appeal, namely, that it complied with the ROFR when it presented the Stolers with an opportunity to match the $80,000,000 offer. We agree with the trial court that the undisputed material facts in this case demonstrate that B&R Oil breached the lease agreements when B&R Oil sought “to nullify the ROFR by allowing the leased premises to be sold in conjunction with other parcels as part of a package deal . . . .” Appellants’ App. Vol. VI at 170.
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Accordingly, it is the Stolers’ interpretation of the ROFR that is consistent with the lease agreements as a whole. That is, the Stolers’ interpretation of the ROFR is the reading that reflects the intent of the parties to the lease agreements. As such, we conclude that each ROFR means that, upon B&R Oil’s presentation of a conforming third-party offer, the right-holder will have the option to purchase the leased premises and only the leased premises.
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Finally, our interpretation of the ROFR provisions brings Indiana’s jurisprudence in line with the substantial weight of authority from other jurisdictions that have considered such issues. …
In sum, the designated evidence demonstrates that there is no genuine issue of material fact with respect to whether B&R Oil breached the lease agreements. Although B&R Oil presented the Stolers with a third-party offer to purchase the leased premises, B&R Oil did not present the Stolers with an exclusive option to purchase the leased premises, and only the leased premises identified in each lease agreement, as required by the ROFR. Thus, we affirm the trial court’s entry of summary judgment for the Stolers.
Affirmed.
May, J., concurs. Bailey, J., dissents with separate opinion.
Bailey, Judge, dissenting.
I agree with the majority that the package offer triggered the rights of first refusal (“ROFR”). The majority next concludes, however, that B&R Oil breached the ROFR when it gave the lessees the opportunity to match the package offer instead of obtaining an offer specific to each leased premises. Because I would instead conclude that B&R Oil met its obligations under the plain language of the contract, I must dissent.
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Ultimately, I do not see a matter of first impression, but instead an ordinary matter of contract interpretation. Thus, I would apply Indiana’s approach to contract interpretation, which is both clear and predictable, even when the consequences of doing so might seem unfair: we treat bargained-for language as the parties’ intent. Applying that unambiguous language here, I would reverse and remand for entry of summary judgment in favor of B&R Oil and Empire.
I therefore respectfully dissent.