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18 <br /> <br />Under contract principles, a seller must act reasonably and in good faith not to prevent <br />the exercise of a right of first refusal. Drydal, 689 N.W.2d at 785. Such reasonableness is even <br />more essential under statutory rights of first refusal, subject to “strict compliance” to ensure that <br />the holder has a meaningful opportunity to purchase. See Ag Servs., 693 N.W.2d at 232 (holding <br />that creditor failed to give effective notice and affidavit under provisions of statutory right of <br />first refusal to farmer following foreclosure). If Defendants are permitted to unreasonably deny <br />park residents’ right and hurry to cut off their ability to prevent park closure, it would provide <br />license for future owners to engage in similar conduct and harm both residents and the public. <br />D. Park Owners and Developers Should Not Be Permitted to Engage in Overall <br />Concerted Action Designed to Circumvent or Render Impossible Park Residents’ <br />Exercise of a Right of First Refusal. <br />Cases applying contractual rights of first refusal provide that conduct by a seller and <br />buyer with the overall purpose of circumventing the right is a wrongful breach of good faith: <br />Even if the specific acts of the lessor and third party, considered in isolation, <br />would not have been sufficient to trigger the lessee’s right of first refusal under a <br />literal reading of the terms of the lease agreement, the lessee may be able to <br />establish a right to purchase the leased property by showing that the lessor acted <br />in a manner calculated to circumvent the lessee’s rights. <br />James Lockhart, Causes of Action by Lessee of Real Property to Enforce Purchase Option or <br />Right of First Refusal, 26 CAUSES OF ACTION 295 (2016); accord Peters v. Smolian, 12 N.Y.S.3d <br />824, 841 (N.Y. Sup. Ct. 2015) (“When a property owner and a potential buyer attempt to <br />circumvent another’s right of first refusal, the covenant of good faith and fair dealing is <br />breached.”); David A. Bramble, Inc. v. Thomas, 914 A.2d 136 (Md. 2007) (noting that non- <br />holder “cannot engage in any subterfuge or devious means to prevent the other party from <br />performing, and then use that as an excuse for failing to keep his own commitment”). <br />27-CV-16-9809 Filed in Fourth Judicial District Court <br />8/5/2016 8:53:55 AM <br />Hennepin County, MN