Option to Purchase Not Invalid for Lack of Definite Price

In Crown Motors Ltd. v Rodenhouse Property Mgt LLC, an unpublished Michigan Court of Appeals opinion, the parties entered into a lease which contained an option to purchase. The option provided that if the parties could not negotiate an agreed price, the tenant/purchaser would obtain an appraisal of the property. If the landlord/seller did not agree with the appraisal, it could obtain its own appraisal. If these two appraisals did not result in a price, the option provided that the parties can either continue to negotiate for 30 days, or obtain a third appraisal and the price would be the average of the three appraisals. The tenant attempted to exercise the option, but the landlord claimed the option was invalid. The tenant obtained an appraisal, the landlord obtained a second appraisal, but the landlord refused to cooperate with obtaining the third appraisal. The tenant sued and the trial court granted the tenant specific performance.

On appeal, the landlord argued among other things that the option was void because it did not contain a definite purchase price. The trial court concluded, and the appeals court agreed, that while the contract did not contain a definite price, it contained a mechanism by which a definite purchase price could be arrived at. This was sufficient.

© Steve Sowell 2022