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Click here for the full text of this decision FACTS:On Feb. 18, 1977, Leonard Bythel Weis and Marjorie K. Weis granted to Beverly Faulkner a right of first refusal to acquire a 3.0152 acre tract of real property. The right of first refusal described the land as “3.0152 acres adjoining on the east side that certain 1.984 acre tract conveyed by Leonard Bythel Weis and wife, Marjorie K. Weis to Beverly Faulkner, Trustee on or about February 18, 1977,” and it further identified the tract “as being 3.0152 acres in the William Walters Survey, Abstract 851, Harris County, Texas.” The right of first refusal was declared valid for “so long as Leonard Bythel Weis, or wife, Marjorie K. Weis are alive plus twenty-one (21) years.” Both Leonard and Marjorie Weis have died. On Nov. 15, 1999, Robert W. Mauk, trustee of the Leonard B. Weis Trust, conveyed the tract to Michael F. Reiland Sr. for $164,000. Five years later, Faulkner assigned the right of first refusal to Patrick Thomas Properties Inc. (PTP). Faulkner was unaware of the sale to Reiland and only became aware of the transaction when a real estate broker later informed her that Reiland was in the process of selling the property to someone else. Faulkner then informed PTP, and, upon further investigation, PTP discovered that the property was conveyed to Reiland in 1999. PTP sued Reiland and sought judgment to enforce its right of first refusal and claimed to be “ready, willing, and able to comply” with its terms to purchase the land, at the maximum price under the right of first refusal of $66,211.20. The market price of the property at the time of the suit was assessed at $203,229.18. PTP filed a motion for partial summary judgment to enforce its right to acquire the tract under the right of first refusal. Attached to the motion was an affidavit from John Montgomery, PTP’s director of operations, wherein he testified that PTP would have exercised its right of first refusal had it been notified of the earlier sale to Reiland, and it was “ready, willing and able to purchase the 3.0 Acre Tract pursuant to the terms stated in the Right of First Refusal.” Reiland filed a cross-motion for summary judgment, which asserted that the right of first refusal was void because: 1. The description contained therein is legally inadequate and 2. It contains an artificial price cap that operates as an unreasonable restraint on alienation. In response, PTP submitted an affidavit from Greg Schmidt, a registered professional surveyor. In his affidavit, Schmidt testified that he was able to locate the property using Harris County’s real property records. The trial court granted partial summary judgment in favor of PTP and denied Reiland’s motion, holding that the legal description in the right of first refusal was adequate as a matter of law and that the right of first refusal was not an invalid restraint on alienation; therefore the right of first refusal was a valid and enforceable conveyance of real property. HOLDING:The court reversed the trial court’s judgment and rendered judgment in favor of Reiland, thus quieting title and removing the cloud on Reiland’s property. The court framed the issue as whether the description of the 3.0152 acres set out in the right of first refusal met the requirements of the statute of frauds. The court stated that a deed “must furnish within itself or by reference to some other existing writing, the means or data by which the land to be conveyed may be identified with reasonable certainty.” In essence, the extrinsic evidence referred to must operate to clarify the conveyance. The court stated that the rule for the admissibility of extrinsic evidence to aid in descriptions for the conveyance of land is that a “resort to extrinsic evidence . . . is not for the purpose of supplying the location or description of land, but only for the purpose of identifying it with reasonable certainty from the data in the memorandum.” There were no documents attached to or referenced by the Right of First Refusal that indicate the shape and boundaries of the 3.0152-acre tract, the court stated. The court held that the right of first refusal contains an inadequate land description and thus violates the statute of frauds. Having held that the right of first refusal violated the Statute of Frauds, the court declined to address the other point of error alleging the price cap constituted an unreasonable restraint on alienation. OPINION:Hanks, J.; Taft, Keyes, and Hanks, J.J.

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