CLICK HERE FOR FULL TEXT
SUNAMERICA HOUSING FUND 1050,
Plaintiff-Appellee,
v.
PATHWAY OF PONTIAC, INC.; PV NORTH LLC; PRESBYTERIAN VILLAGE NORTH,
Defendants-Appellants.
   No. 21-1243
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.


_________________________
OPINION
_________________________

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.