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15 <br /> <br />But Defendants did not provide several key terms and conditions of their transaction to <br />residents. They never provided the Letter Agreement, which included (among other benefits to <br />Continental) 120 days to conduct a first round of inspection and a financing contingency. <br />Moreover, Defendants—when they turned over the Purchase Agreement to residents—did not <br />include its exhibits. Those documents identified inventory to be sold by LG Partnership and its <br />related entity PLJ Homes, the schedule of leases and contracts that Continental would assume, <br />permits and licenses, and tenant deposits. The exhibits were clearly “terms” of the transaction <br />and their review was a necessary condition to the deal. It also appears that LG Partnership never <br />provided residents with a purchase price for property and buildings then owned by PLJ—which <br />was to be “negotiated” sometime after Defendants signed their Purchase Agreement but before <br />closing. Park owners should be required to provide all terms and conditions to park residents, <br />and the Court should recognize the violation to prevent future wrongful conduct.6 <br />B. Park Owners and Developers Should Not Be Permitted to Deny Park Residents <br />Benefits of a Closing Schedule and Contingencies Afforded to the Developer. <br />Subdivision 6 provides park residents “the right to meet the cash price and execute an <br />agreement” that includes “the same terms and conditions set forth in the purchaser’s offer.” But <br />here, Defendants refused to accept the exercise of the residents’ right of first refusal unless it <br />followed Defendants’ planned closing date of June 15 (the business day after the 45-day period <br />                                                             <br />6 Such failures would also violate requirements for contractual rights of first refusal (not construed as <br />strictly in favor of the right-holder or under doctrines concerning remedial statutes). Under contract caselaw, a <br />seller must offer and supply an offer’s essential terms and conditions in a reasonable manner that “provides the <br />right-holder with sufficient information to make an informed decision about exercising the right of first <br />refusal.” Drydal v. Golden Nuggets, Inc., 672 N.W.2d 578, 585 (Minn. App. 2003), aff’d 689 N.W.2d 779 <br />(Minn. 2004); accord 49 AM. JUR. 2D LANDLORD & TENANT § 304 (stating that offer triggering right of first <br />refusal must be “communicated in such a form as to enable [the right holder] to evaluate it and make a <br />decision”). Not providing or offering important conditions under the January 2016 Letter Agreement or <br />important exhibits necessary to assess the offer would violate these basic principles. <br />27-CV-16-9809 Filed in Fourth Judicial District Court <br />8/5/2016 8:53:55 AM <br />Hennepin County, MN