Right of First Refusal Appraised Value.

Byline: Derek Hawkins

WI Supreme Court

Case Name: Country Visions Cooperative v. Archer-Daniels-Midland Company and United Cooperative

Case No.: 2021 WI 35

Focus: Right of First Refusal Appraised Value

This is a review of a published decision of the court of appeals, Country Visions Cooperative v. Archer-Daniels-Midland Co., 2020 WI App 32, 392 Wis. 2d 672, 946 N.W.2d 169, affirming in part, reversing in part, and remanding with directions the Fond du Lac County circuit court's order granting Country Visions Cooperative ("Country Visions") specific performance of its right of first refusal to a property that Archer-Daniels-Midland Co. ("ADM") was attempting to sell to United Cooperative ("United"). This case requires us to determine whether the circuit court properly set the price at which Country Visions may exercise its right of first refusal.

We conclude that the circuit court did not err in considering the unique synergies that the Ripon Property provides to United when it set the exercise price higher than the appraised value. For rights of first refusal, a prospective buyer may choose to offer significantly more than the appraised value of a property, especially in the context of a package deal. Thus, depending on the terms of the right of...