Naldi v. Grunberg

On February 9, 2007, Italy-based Robert Naldi (plaintiff) offered to purchase a building owned by Michael Grunberg and Grunberg 55 LLC (collectively, Grunberg) (defendants) for $50 million. On February 12, Grunberg’s broker made a counteroffer by email, proposing a $52 million price and stating that Naldi would have a right of first refusal if Grunberg received a legitimate offer from a third party. Naldi proceeded to conduct expensive due diligence about the property, including activities that involved Grunberg’s cooperation. On February 16, Grunberg’s attorney sent a draft purchase contract to Naldi’s counsel. The draft contract, which did not mention a right of first refusal, specified a $50 million purchase price. Naldi subsequently learned that Grunberg was considering selling the property to another buyer for $52 million, at which time Naldi attempted to exercise his claimed right of first refusal to match the competing offer. Grunberg rejected Naldi’s effort and sold the property to the other buyer. Naldi sued Grunberg, arguing that Grunberg granted him a valid right of first refusal, which Grunberg breached. Grunberg moved to dismiss the complaint on the grounds that, among other things, (1) there was no meeting of the minds and (2) the statute of frauds barred the right of first refusal because an email is not a writing under the statute of frauds. The trial court denied Grunberg’s motion. Grunberg appealed.