Covenant of Faith and Fair Dealing Does Not Obligate the Grantor of a Right of First Refusal to Negotiate a Price Favorable to the Grantee

On April 1, 2004, in the case of Uno Restaurants, Inc. v. Boston Kenmore Realty Corporation, the Massachusetts Supreme Judicial Court held that the owner of a building containing condominium units was not obligated to require that the price offered to purchase the entire building be allocated on a pro rata basis where the occupant of one unit had a right of first refusal to purchase that unit. The court expressly rejected the contention of the occupant that the implied covenant of faith and fair dealing applicable to contracts generally imposed such an obligation.