Vendor's Right of First Refusal and Validity of Subsequent Sale

The case concerned a dispute arising from a contract for the sale of a commercial property that included a clause reserving a right of first refusal for the vendor if the purchaser decided to resell within a specified period; when the purchaser subsequently sold the property to a third party without first offering it back to the original vendor as stipulated, the vendor sought annulment of the second sale and enforcement of the right of first refusal. The Court of Cassation rejected the appeal, affirming that while a conventional right of first refusal creates an obligation on the promisee to offer the property to the holder before selling it to a third party, the failure to honor this obligation does not automatically nullify the subsequent sale between the promisee and the third party; rather, the remedy available to the injured party is limited to seeking damages for breach of contract against the party who violated the right of first refusal.