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PRESENT: All the Justices
WILLIAM CALVIN FIREBAUGH,
CO-EXECUTOR OF THE ESTATE OF
MARTHA F. SOWERS, DECEASED, ET AL.
OPINION BY
v.    Record No.  010934                                             JUSTICE DONALD W. LEMONS
March  1,  2002
CHARLES F. WHITEHEAD, ET AL.
FROM THE CIRCUIT COURT OF BOTETOURT COUNTY
Duncan M. Byrd, Jr., Judge
In this appeal, we consider whether Charles F. and Martha
A. Whitehead  (collectively,  “the Whiteheads”) possess a valid
and enforceable right of first refusal to purchase property
owned by the estate of Martha F. Sowers  (“Sowers”).    We further
consider whether the right, if valid and enforceable, is binding
upon the co-executors of Sowers’ estate, William C. Firebaugh
(“Firebaugh”) and Evelyn O. Carlson  (“Carlson”)  (collectively,
“co-executors”).
I.    Facts and Proceedings Below
On July  22,  1987, Sowers conveyed approximately  13.77 acres
of land by deed to the Whiteheads.    On August  7,  1987, Sowers
executed an agreement granting to the Whiteheads a right of
first refusal to purchase additional acres, which was
subsequently recorded in the Botetourt County Clerk’s Office in
Deed Book  336, Page  539.    The agreement, in pertinent part,
granted the Whiteheads:




[A] first right of refusal to purchase certain
parcels currently owned by  [Sowers] lying on the
northerly side of State Route  665 and designated
as Tax Parcel  #72-83 and Tax Parcel  #72-53 and
shown on that certain plat prepared by Charles R.
McMurry, C.L.S. dated March  29,  1987, a copy of
which is recorded in the Clerk’s Office of the
Circuit Court of Botetourt County, Virginia in
Deed Book  336, Page  533.1
Sometime in the latter part of  1987 the Whiteheads moved from
Virginia to Mississippi and did not notify Sowers that they were
leaving the area.
Sowers died in  1993 and Firebaugh and Carlson qualified as
co-executors of her estate.    On April  22,  1993, the estate
received an offer from the Botetourt Country Club, Inc.  (“BCC”)
to purchase approximately  16.9 acres of property, including the
property subject to the Whiteheads’ right of first refusal, for
$94,950.00.    Firebaugh and Carlson conveyed the property by deed
to BCC on May  21,  1993.    The Whiteheads first learned of the
sale to BCC in March  1994, when Claude Carter, BCC’s attorney,
called Mrs. Whitehead and notified her.
On November  20,  1995, the Whiteheads filed an amended bill
of complaint against Firebaugh and Carlson, as co-executors of
1 The recorded grant memorialized a prior unrecorded
contract between the parties.    The contract, dated May  21,  1987,
granted the right of first refusal to two parcels  “designated as
Tax Parcel  #72-93 and Tax Parcel  #72-53  .  .  .                     .”    The trial
court dismissed with prejudice the part of the Whiteheads’ suit
referring to the property designated as Tax Parcel  72-83 in the
deed.
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the estate of Sowers, and against BCC.2    The Whiteheads alleged
that by failing to offer them the property subject to their
right of first refusal, the estate breached the agreement.    The
Whiteheads requested specific performance, asking the trial
court to order BCC to convey the property to the Whiteheads.
Alternatively, the Whiteheads requested monetary damages from
the co-executors.    In their answer, the co-executors claimed
that the agreement including the right of first refusal was
executed by Sowers individually, and could not be enforced
against the co-executors of Sowers’ estate.
The trial court heard evidence and argument on July  1 and
2,  1997.    A large portion of the evidence and argument related
to whether the description of the land in the right of first
refusal was sufficient to render the right enforceable.    At
trial, Kirk Lumsden  (“Lumsden”) was qualified as an expert in
land surveying.    Lumsden testified that he was able to identify
the property subject to the right of first refusal by examining
the agreement containing the right, along with other documents
referenced in the agreement, including the plat prepared by
Charles McMurray.    Lumsden explained that he  “did some
additional deed research for the properties that adjoin the tax
2 The Whiteheads filed a bill of complaint against Firebaugh
and Carlson as co-executors, and BCC, on August  3,  1994.    The
procedural history leading up to the filing of the amended bill
of complaint is not relevant to this appeal.
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parcels referenced  [in the agreement], and used that to help
identify the property.”    Lumsden testified in detail about the
steps he took in order to identify the property subject to the
right of first refusal.    Lumsden was asked on cross-examination
whether he could identify the property by looking at the
agreement purporting to grant the right.    Lumsden answered:
“Not from the agreement, per se, but by pulling out the plat and
taking information from the plat,” he could identify the
property.
In an opinion letter dated July  30,  1997, incorporated in
an order entered November  5,  1997, the trial court ruled that
the Whiteheads’ right of first refusal was valid and
enforceable.    In the order of November  5,  1997, the trial court
denied the Whiteheads’ request for specific performance from BCC
but permitted the Whiteheads to maintain their claim against the
co-executors for damages.
On February  7,  2001, the trial court entered final judgment
against the co-executors, jointly and severally in their
capacity as co-executors, in the amount of  $64,000, plus
prejudgment interest from November  5,  1997, and postjudgment
interest until the award was fully paid.    Both the Whiteheads
and the co-executors appealed the final order and we denied an
appeal to the Whiteheads, but awarded an appeal to the co-
executors.
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The co-executors claim that the trial court erred in
holding that the right of first refusal held by the Whiteheads
was valid and enforceable, and that the trial court erred in
holding that the agreement between Sowers and the Whiteheads was
binding upon the co-executors.
II.    Standard of Review
The issues in this appeal present questions of law;
therefore, we review them under a de novo standard.
Transcontinental Ins. Co. v. RBMW, Inc.,  262 Va.  502,  514,  551
S.E.2d  313,  319  (2001).
III.    Analysis
The co-executors assert that  “the description of the land
contained in the agreement  [is] so vague and ambiguous as to
make it nearly impossible to identify the land subject to the
right of first refusal.”    They further claim that the agreement
lacks essential terms which render it invalid, specifically,
provisions concerning notification of potential offers to the
Whiteheads and details concerning the proper method of response
of the holder of a first right of refusal.    Additionally, the
co-executors argue that the agreement lacks a specified time
period during which the right would remain valid, which they
claim renders the agreement void as violating the rule against
perpetuities and as an unlawful restraint against alienation.
Finally, they maintain that even if the right of first refusal
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is valid and enforceable, it is not binding upon them because
the agreement was personal to Sowers.
The Whiteheads assert that the description of the property
subject to the right of first refusal is sufficient because the
property can be located with the aid of extrinsic evidence.
They further argue that a right of first refusal need not
include information about notification, provisions about how and
when the holder must exercise the right, or a duration
limitation of the right.    Finally, the Whiteheads claim that
Sowers’ death did not terminate her contractual obligations;
therefore, the co-executors are bound by the Whiteheads’ right
of first refusal.    We agree with the Whiteheads.
In a deed conveying land or an interest in land, the main
object of the description  “is not in and of itself to identify
the land sold  .  .  . but to furnish the means of identification,
and when this is done it is sufficient.”    Harper v. Wallerstein,
122 Va.  274,  278,  94 S.E.  781,  782  (1918)  (citing Thorn v.
Phares,  35 W. Va.  771,  782,  14 S.E.  399,  405  (1891)).    The
description of the subject property must be sufficient  “to
afford the means, with the aid of extrinsic evidence, of
ascertaining with accuracy what is conveyed and where it is.”
Smith v. Bailey,  141 Va.  757,  768,  127 S.E.  89,  93  (1925)
(citing Merritt v. Bunting,  107 Va.  174,  179,  57 S.E.  567,  568
(1907)).                                                               “The description need not be given with such
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particularity as to make a resort to extrinsic evidence
[unnecessary].”    Pavlock v. Gallop,  207 Va.  989,  993,  154 S.E.2d
153,  156  (1967)  (citing Grayson Lumber Co. v. Young,  118 Va.
122,  126,  86 S.E.  826,  827  (1915)).
In the present case, an expert in land surveying testified
that the description in the agreement was sufficient to allow
him to identify the subject property.    He explained that he
identified the property by looking at the agreement along with
extrinsic evidence including land records and the plat
referenced in the agreement.    Accordingly, the description in
the agreement satisfies the legal requirements for conveying or
transferring an interest in land.
The co-executors also argue that the Whiteheads’ right of
first refusal lacks essential terms, including provisions about
notification to the Whiteheads and details about how the
Whiteheads were to respond.    This Court addressed issues similar
to these in Landa v. Century  21 Simmons & Co.,  237 Va.  374,  377
S.E.2d  416  (1989).
In Landa, the contract at issue stated:                                  “Purchaser to have
first option on remaining tract.    Notice must be in writing to
3018 Boulevard, Col. Hgts.”    Id. at  378,  377 S.E.2d at  418.
Although called a  “first option,” we held that the right
expressed was a right of first refusal.    The trial court found
the contractual provisions  “incomplete and uncertain” because
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they failed to define  “the remaining tract,” failed to specify
the right’s duration and whether the right survived settlement,
and failed to set a price.    Id. at  380,  377 S.E.2d at  419.    In
reversing the judgment of the trial court, we observed that a
right of first refusal is included in a contract for the benefit
of the person who is given the right and, therefore, must  “be
interpreted with that purpose in mind.”    Id.    A right of first
refusal limits a property owner’s right  “to dispose freely of
his property by compelling him to offer it first to the party
who has the first right to buy.”    Id. at  381,  377 S.E.2d at  420
(quoting  11 Samuel Williston, Williston on Contracts  §  1441A  (3d
ed.  1968)); see also Cities Service Oil Co. v. Estes,  208 Va.
44,  47,  155 S.E.2d  59,  62  (1967).    The nature of the right makes
it unnecessary for the terms of a future offer to be known in
advance.    Landa,  237 Va. at  381,  377 S.E.2d at  420.    Therefore,
we held that the trial court erred in ruling that the right of
first refusal was uncertain and indefinite because  “the terms of
the contract to be specifically enforced are determined from the
offer whose terms the holder of the right of refusal agrees to
meet.”    Id. at  383,  377 S.E.2d at  421.    In this case, the
deficiencies alleged by the co-executors are not fatal to the
validity of the right of first refusal.
Additionally, the co-executors argue that the failure to
specify duration  “raises the possibility that the right of first
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refusal is void as an unlawful restraint against alienation and
violative of the Rule Against Perpetuities.”    In Landa we
rejected the argument that failure to specify a duration for a
right of first refusal invalidated the right.                             237 Va. at  380,
377 S.E.2d at  419.
We have recognized that rights of first refusal are subject
to the rule against perpetuities; therefore, a right is void ab
initio if, at its creation, there is a possibility the right
might not be exercised until after the expiration of the time
period fixed by the rule, which is measured by a life or lives
in being plus  21 years and  10 months.    Lake of the Woods Ass’n,
Inc. v. McHugh,  238 Va.  1,  4-5,  13,  380 S.E.2d  872,  873,  874-75
(1989); United Virginia Bank v. Union Oil,  214 Va.  48,  51,  197
S.E.2d  174,  177  (1973).    The right of first refusal in the case
before us was specifically granted to  “Charles Whitehead and
Martha A. Whitehead, or the survivor.”    The relevant lives in
being at the time of the grant were Sowers and the Whiteheads,
and the right vested at the time of the execution of the
agreement.
Finally, the co-executors argue that the right of first
refusal is invalid because there are no specific provisions for
notice to the holders of the right and no specific requirements
for a time to respond to the notice.    The co-executors cite no
cases in support of their argument and we can find none.
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Additionally, when a contract does not provide a time within
which a party must act, the law will imply a reasonable time
within which to do so.    Merriman v. Cover, Drayton & Leonard,
104 Va.  428,  442,  51 S.E.  817,  821  (1905).
We hold that the Whiteheads’ right of first refusal
includes a sufficient description of the property and does not
lack any essential terms.    Furthermore, the lack of a duration
limitation does not violate the rule against perpetuities or
create an unlawful restraint against alienation.    Accordingly,
the Whiteheads’ right of first refusal is valid and enforceable.
We must now decide whether the right is binding upon the
co-executors of Sowers’ estate.    In Looney v. Belcher,  169 Va.
160,  170-71,  192 S.E.  891,  895  (1937) we recognized:
It is a presumption of law that the parties to a
contract bind not only themselves but their
personal representatives.    Executors, therefore,
are held to be liable on all contracts of the
testator which are broken in his lifetime, and,
with the exception of contracts in which personal
skill or taste is required, on all contracts
broken after his death.
(Quoting United States v. Chain,  300 U.S.  31,  35  (1937)).
We examine the facts and circumstances of each particular
case to determine whether a contract is purely personal in
nature.    Moore v. Crutchfield,  136 Va.  20,  25,  116 S.E.  482,  483
(1923).    Contracts requiring artistic or mechanical skill,
ability, or training are generally considered personal
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contracts, where the death of the promisor results in discharge
of the obligation.                                                  14 Corbin on Contracts  §  75.2 at  127  (James
P. Nehf, ed.  2001).
In the present case, Sowers granted the Whiteheads an
interest in land.    A contract granting an interest in land does
not involve any special skills or training; thus, it does not
have the characteristics of a personal contract and the death of
the promisor does not discharge the obligation.    Therefore,
Sowers’ estate is bound by the contract which granted the
Whiteheads their valid and enforceable right of first refusal.
Accordingly, we will affirm the judgment of the trial
court.
Affirmed.
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