## Facts

- In 1968, landowners granted neighbors a right of first refusal to buy improved farmland if the owners received a bona fide third-party offer.
- The agreement set the purchase price as the “market value” shown on county assessment rolls as of the date written notice of a bona fide purchaser was given.
- Warren County commonly assessed property at about 50% of actual market value.
- In 1977, a broker appraised the property at $50,000; county assessment rolls valued it at $3,910.
- The owner received third-party purchase offers of $35,000 and $30,000.
- After notice, the right-holders tendered $7,820 (twice the assessed value), asserting the contract fixed price by reference to the assessment rolls.
- The owner refused to convey at that price and sued to cancel or re-interpret the right of first refusal.

## Issues

1. Whether a right-of-first-refusal clause tying “market value” to tax assessment rolls is unambiguous and must be enforced according to that formula.
2. Whether a court may construe the clause to require payment of the bona fide third-party offer price or an independently determined fair market value to avoid an unfavorable result.

## Decision

- The Supreme Court of Pennsylvania affirmed the intermediate appellate court.
- The Court held the pricing clause was clear and required use of the assessment-roll valuation as of the notice date.
- The Court rejected the trial court’s view that the assessment-based figure was merely a “minimum price” and that the third-party offer controlled.
- The right-holders were entitled to specific performance at $7,820.

## Legal Principles

- When a written contract is clear and unequivocal, its meaning is determined from the writing itself, and extrinsic evidence cannot be used to change that meaning.
- Courts may not rewrite contracts to substitute different pricing terms because the agreed formula later proves economically disadvantageous to one party.
- Contractual references to “market value” may be defined by an external objective standard selected by the parties (such as tax assessment rolls), and that definition governs even if it diverges from actual market prices.
- A bona fide third-party offer may serve solely as the trigger for a right of first refusal when the contract separately specifies the purchase-price mechanism.

## Conclusion

The court enforced the right-of-first-refusal price formula exactly as written, holding that tax assessment rolls supplied the contractually defined “market value” and that judicial re-interpretation to match fair market value or the third-party offer price was impermissible.


Steuart v. McChesney, 498 Pa. 45, 444 A.2d 659 (Pa. 1982)