No. 540 April Term, 1979, Appeal from the Final Decree of the Court of Common Pleas, Civil Division, of Warren County, at No. 520 of 1977.
James C. Blackman, Warren, for appellants.
M. Richard Mellon, Erie, for appellee.
Cavanaugh, Hoffman and Van der Voort, JJ. Van der Voort, J., filed a dissenting opinion.
[ 284 Pa. Super. Page 30]
The dispute in this case involves the interpretation to be given a right of first refusal contained in an agreement entered into by the parties. William C. McChesney and Joyce C. McChesney, husband and wife, and James A. Steuart (now deceased) and Lepha I. Steuart, husband and wife, exchanged parcels of property. By an Agreement entered into on June 8, 1968 the Steuarts granted the McChesneys a right of first refusal for the purchase of certain other property. The Agreement provided:
[ 284 Pa. Super. Page 31]
"(a) During the lifetime of said Steuarts, should said Steuarts obtain a Bona Fide Purchaser for Value, the said McChesneys may exercise their right to purchase said premises at a value equivalent to the market value of the premises according to the assessment rolls as maintained by the County of Warren and Commonwealth of Pennsylvania for the levying and assessing of real estate taxes; provided, however, that the date of valuation shall be that upon which the said Steuarts notify said McChesneys, in writing, of the existence of a Bona Fide Purchaser."
Mrs. Steuart received offers from bona fide purchasers ranging from $30,000 to $35,000. The property was appraised by two appraisers at approximately $40,000 and $50,000. The McChesneys chose to exercise their right to purchase the property and tendered Mrs. Steuart $7,820.00, which was an amount twice that indicated on the assessment rolls of Warren County.*fn1 The tender was refused. Mrs. Steuart brought an action to quiet title seeking that the agreement be set aside due to its ambiguous nature or that the McChesneys be compelled to specifically perform the contract by purchasing the property at a price equal to a bona-fide offer or the appraised value. The appellants sought specific performance of the conveyance at the $7,820.00 purchase price.
The lower court held that the mutual intent of the parties was that the formula of twice the assessed values serve as "a mutual protective minimum price for the premises rather than to be the controlling price without regard to a market third party offer." A decree nisi was entered granting specific performance of the preemptive right at a purchase price of $35,000. Exceptions were taken and denied. A final adjudication was entered on May 16, 1979, from which the McChesneys have taken this appeal. We reverse.
The question before us is whether the clause containing the right of first refusal is ambiguous so as to require
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interpretation. It is established that the intent of the parties to a written contract is the writing itself and when the words are clear and unambiguous the intent is to be found only in the express language of the agreement. Felte v. White, 451 Pa. 137, 302 A.2d 347 (1973); East Crossroads Center, Inc. v. Mellon-Stuart Co., 416 Pa. 229, 205 A.2d 865 (1965); Siciliano v. Misler, 399 Pa. 406, 160 A.2d 422 (1960). Thus it is said that the agreement that is clear and unambiguous speaks for itself and is not subject to interpretation by reference to any ...