Appeal from the United States District Court for the Eastern District of Michigan at Detroit.
No. 2:19-cv-11783—Arthur J. Tarnow, District Judge.
Argued: January 28, 2022
Decided and Filed: May 10, 2022
Before: CLAY, GRIFFIN, and STRANCH, Circuit Judges.
JANE B. STRANCH, Circuit Judge. This case arises from a contractual dispute among
partners of a limited partnership formed to operate a low-income housing complex pursuant to
the Low-Income Housing Tax Credit (LIHTC) program, 26 U.S.C. § 42. The dispute centers
around the “right of first refusal” (ROFR) provision of the Partnership Agreement, which,
pursuant to § 42(i)(7) of LIHTC, granted a nonprofit organization the ROFR to purchase the
property at a below-market rate following the conclusion of the LIHTC program’s compliance
period. At issue is whether the conditions precedent to trigger the ROFR have been met. The
district court concluded that they were not and granted summary judgment in favor of
SunAmerica Housing Fund 1050 (SunAmerica). For the reasons that follow, we REVERSE and
REMAND for further proceedings consistent with this opinion.