Contract Interpretation

This case involved the question whether a joint venture agreement, by which the defendant acquired 47% of the stock of a non-party, violated the plaintiff’s right of first refusal under an agreement with the non-party.

The Court held that a restraint on the transfer of ownership must be strictly construed, particularly where the restraint may

The claim here involved a Right of First Refusal. Plaintiff alleged that the defendants had engaged in a sham transaction designed to deprive it of its rights under the RFR, by effectively selling a controlling interest in the company in which plaintiff had the RFR through a Joint Venture Agreement.

The defendant sellers had been careful