Chad Atherton v. Jarred Sper

If this opinion indicates that it is “FOR PUBLICATION,” it is subject to revision until final publication in the Michigan Appeals Reports. STATE OF MICHIGAN COURT OF APPEALS CHAD ATHERTON and THADINE ARONOVICH, UNPUBLISHED also known as BRITT ARONOVICH, also known as June 03, 2025 BRITT THADINE ARONOVICH, 1:47 PM Plaintiffs-Appellants, v No. 368977 Kent Circuit Court JARRED SPER, SARA SPER, SUMMIT COURT LC No. 23-003012-CB HOLDINGS LLC, DREAMERS AND DOERS 3981 LLC, KYLE SISCHO, and DETACH LLC, Defendants-Appellees. Before: PATEL, P.J., and BOONSTRA and CAMERON, JJ. PER CURIAM. In this property dispute regarding a right of first refusal, plaintiffs appeal as of right the trial court’s order denying their motion for reconsideration, in part. We reverse and remand for further proceedings consistent with this opinion. I. FACTUAL AND PROCEDURAL BACKGROUND Defendants Jarred and Sara Sper (the Spers) owned a large tract of mostly undeveloped property in Rockford, Michigan. In 2017, plaintiffs bought a home and 10 acres of the property from the Spers. The purchase agreement included an addendum stating: “Buyers to have first right of refusal to purchase any additional land that the seller owns surrounding [plaintiffs’ property].” In the following years, plaintiffs and the Spers became friends and often socialized with each other. The parties sometimes had informal discussions about whether plaintiffs were interested in buying more of the Spers’ land, but plaintiffs believed the Spers’s asking price was too high. In 2022, the Spers executed a quitclaim deed for approximately 50 acres of their property— a portion of which was adjacent to plaintiffs’ property—to defendant Summit Court Holdings, LLC (Summit), for $0. Jarred was the sole voting member involved with Summit, and stated the -1- transfer was for liability purposes.1 The next week, Summit executed a memorandum of a land contract selling the 50-acre parcel to defendant Dreamers and Doers 3981, LLC (Dreamers and Doers), for $419,000—a price that was much lower than the price, per acre, the Spers previously discussed with plaintiffs. Jarred owned Dreamers and Doers in equal part with his brother, Stephen, and friend, defendant Kyle Sischo. The land contract included a lease agreement to allow defendant Detach, LLC (Detach) to operate a campground on the land, which had been a longtime goal of Dreamers and Doers’ members. When plaintiffs learned about the transfer after the fact, they filed suit for breach of contract. Plaintiffs sought specific performance or monetary damages, but emphasized that the most appropriate remedy was specific performance. After a bench trial, the trial court found the transaction did not trigger plaintiffs’ right of first refusal because it was not an “arm’s-length transaction.” The trial court denied plaintiffs’ motion for reconsideration. Plaintiffs now appeal. II. STANDARDS OF REVIEW “We review for an abuse of discretion a trial court’s decision on a motion for reconsideration.” Masrur v Regents of Univ of Mich, 344 Mich App 102, 110; 999 NW2d 55 (2022). “A trial court abuses its discretion when its decision falls outside the range of reasonable and principled outcomes.” Ickes v Korte, 331 Mich App 436, 440; 951 NW2d 699 (2020). A trial court also “necessarily abuses its discretion when it makes an error of law.” Pirgu v United Servs Auto Ass’n, 499 Mich 269, 274; 884 NW2d 257 (2016). For cases concerning equitable relief, “an appellate court will set aside a trial court’s factual findings only if they are clearly erroneous, but whether equitable relief is proper under those facts is a question of law that appellate courts review de novo.” McDonald v Farm Bureau Ins Co, 460 Mich 191, 197; 747 NW2d 811 (2008). “Questions involving the proper interpretation of a contract or the legal effect of a contractual clause are also reviewed de novo.” Id. III. ANALYSIS Plaintiffs argue the trial court erred when it determined their right of first refusal was not triggered by Summit’s sale of the 50-acre parcel to Dreamers and Doers. We agree. “A right of first refusal, or preemptive right, is a conditional option to purchase dependent on the landowner’s desire to sell.” Randolph v Reisig, 272 Mich App 331, 336; 727 NW2d 388 (2006). It “empowers its holder with a preferential right to purchase property on the same terms offered by or to a bona fid