Justice Eileen Bransten
Spahn and her sister Wiener were each bequeathed partnership and property interests by their mother's will. The will contained a right of first refusal provision as testator sought to retain the bequeathed interests within her family. Wiener alleged Spahn conveyed interests in six of seven properties to third parties without first offering to sell them to Wiener. She previously filed complaints against Spahn stemming from the conveyance of property interests under decedent's will. Spahn asserted several counts of Wiener's complaint were precluded under the doctrines of collateral estoppel and res judicata. The court agreed finding Wiener's attempt to re-litigate the construction of a paragraph in the will regarding the right of first refusal, and the remedies provided there, was precluded by res judicata as the issues of law were previously decided when it was determined Spahn was required to offer a right of first refusal to Wiener under the will. Yet, it found in the absence of any showing the will expressly provided for forfeiture, as Wiener sought, the court could not conclude decedent intended to create such a penalty in her will. Thus, even if count one were not precluded, it would be dismissed for failure to state a claim, and Spahn was granted dismissal of the complaint.
