Union Oil Company of California v. Mobil, (Del. Ch., Dec. 15, 2006), read opinion here.
At the risk of simplifying 36-pages of careful and comprehensive analysis regarding contract interpretation principles in connection with the right of first refusal, one of the key points that I would highlight in this case is this: if a contract term is not expressly stated in a negotiated agreement between sophisticated parties, do not expect the court to use gap fillers. One of the issues in this case was whether, based on the applicable terms, a release could be demanded in order to consummate the exercise of a right of first refusal. (The answer is no.) A right of first refusal can generally be exercised by accepting the identical terms of the offer made to a third-party.
Also at issue was whether “consent was unreasonably withheld” regarding the exercise of a right to sell shares in light a requirement that one party be satisfied with the financial responsibility of the other. The court determined that consent was not unreasonably withheld as there was good reason to be concerned about the other party’s financial wherewithal. See footnote 47.