A right of first refusal does not include a right to participate in the negotiations unless specifically written in the land-sharing agreement

In a land sharing agreement of a land on which a commercial center was built, it was stated that a party wishing to transfer its rights to a third party need first offer the transaction to the other party under the terms proposed by the third party, and the other party may purchase the land instead of the third party. Owner of 25% of the land objected to an invitation to submit an offer that was made by owner of 75% of the land, because the order was about the purchase of land together with rights to another commercial center.
The Court rejected the claim. A land sharing agreement is a business contract, all parties to which are sophisticated parties and therefore the language of the contract will have a decisive status in the process of interpretation of the contract. A right of first refusal, by its nature, is exercised only when there is a detailed offer from a third party seeking to purchase the property and then the holder of the right of first refusal may express its desire to purchase the property under the same terms. If the parties had wanted to extend the right of first refusal even to the stage of negotiations with the potential purchaser, they should have explicitly stated this in the agreement. The concern that the sale of the two commercial centers together will enable manipulations can only be tested when there is a concrete offer and then it will be possible to check whether it was done in good faith but the seller's negotiations cannot be restricted, as the land sharing agreement does not explicitly allow this.