Ferrero Construction Company v. Dennis Rourke Corporation,

536 A.2d 1137 (1988)

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Nature of the Case

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Facts

Dennis Rourke Corp. (P) and Ferrero Construction Corp. (D) entered into a contract for the purchase to two lots. A first right of refusal was given on seven lots remaining. P never recorded the contract. Settlement was in May 1981. On March 1984, D notified P of an offer to purchase one of the remaining lots. P then notified D that it was exercising its first right of refusal and that D provide it with a copy of the third-party offer. P then got the copy and then mirrored the other offer. P informed D that it was prepared to settle on April 24, 1984. D then informed both parties that it would reject both offers; both offers were returned unsigned. P sued D for specific performance. D prevailed in that the first right of refusal was deemed violative of the Rule Against Perpetuities and based on that, D also prevailed in the P's offer was mistaken on the first right of refusal clause being valid as such there was no contract under mutual mistake of law. The Court of Special Appeals reversed in that the Rule was not applicable and hence there was offer and acceptance.