How to explain the right of first refusal?
Asked by: Allison McKenzie | Last update: February 3, 2026Score: 4.7/5 (5 votes)
The Right of First Refusal (ROFR) is a contractual right giving a specific person or entity the first chance to buy or lease a property or asset if the owner decides to sell, allowing them to match any bona fide offer from a third party before the owner can sell to anyone else. It acts like a VIP pass, meaning the owner must notify the ROFR holder of an offer, who then has a set time to decide to buy under the same terms or decline, freeing the owner to sell to the third party. It's common in leases, business partnerships, and family situations, providing security but potentially complicating sales.
What is the right of first refusal in simple words?
A right of first refusal is a contractual agreement between two parties that gives one the ability to be the first buyer. This party can match an offer made by a third party and purchase an asset, or they can refuse to match it, in which case the seller can proceed with selling it to that third, or another, party.
Is it wise to give someone a ROFR?
Ultimately, while an ROFR clause is typically considered to be beneficial to the tenant, it can certainly be put to good use by a landlord or owner as the inclusion of an ROFR clause can be a powerful negotiating tool when establishing a lease.
Why is the right of first refusal bad?
Because the provision deters potential buyers, the right of first refusal is costly for the contracting parties, and, if the sole aim of the contracting parties is to eliminate a future breakdown in bargaining, that goal can be achieved at a lower cost by committing to a paper auction.
How is ROFR used in real estate?
In short, a right of first refusal in a real estate contract grants holders, like tenants or family members, the right to buy a property before the seller can negotiate with other interested parties.
"Right of first refusal (ROFR)" - Legal Definition
What are common ROFR mistakes?
Common problems with right of first refusal include: Delayed Transactions: The ROFR process can stall a sale or investment. A seller must wait for the holder to decide before proceeding with other offers, which may result in missed opportunities or reduced interest from buyers.
Is right of first refusal good for a seller?
Such clauses are risky because they can reduce the marketability of the property by deterring potential buyers. Most buyers would not be ready for the delays caused by deals where ROFRs are involved. The owner might also have its own reasons for wanting to sell to a third party rather than the ROFR holder.
What is one advantage for buyers of the right of first refusal?
The most common advantages buyers can expect from a right of first refusal include: First chance to buy a specific property. Time to consider your options and prepare to buy the property. Allows you to set a predetermined purchase price.
Is the right of first refusal enforceable?
An ROFR will generally not be unlawful when conditioned on payment of “market value” or a sum equal to a third-party offer. As noted above, a ROFR is enforceable when the price of the property, the time the holder has to accept the ROFR, and the ROFR's purpose are deemed reasonable.
Is selling a freehold a right of first refusal?
Right of first refusal
Landlords who want to sell the freehold of a building containing flats usually have to offer the leaseholders the first chance to buy it. This is known as your right of first refusal.
What is the 3-3-3 rule in real estate?
The "3-3-3 Rule" in real estate typically refers to a financial guideline for home buyers, suggesting monthly housing costs stay under 30% of gross income, saving 30% for a down payment/buffer, and the home price shouldn't exceed 3 times annual income, preventing overspending and building financial security for unexpected costs, notes Chase Bank, CMG Financial, and MIDFLORIDA Credit Union. Another interpretation, Mountains West Ranches https://www.mwranches.com/blog/3-3-3-rule-a-smart-guide-for-real-estate-buyers, is for buyers to have three months of savings, three months of mortgage reserves, and compare three properties, while agents use a marketing version: call 3, write 3 notes, share 3 resources.
What devalues a house the most?
The biggest factors that devalue a house are deferred major maintenance (roof, foundation, systems), poor curb appeal, outdated kitchens/baths, and major personalization or bad renovations (like removing a bedroom or adding a pool in the wrong climate), alongside location issues and legal/zoning problems, all creating high perceived costs and effort for buyers.
What is the 6 month rule for property?
The "6-month rule" in property generally refers to a guideline from mortgage lenders (especially in the UK) requiring you to own a property for at least six months before taking out a new mortgage or refinancing, preventing quick flips, fraud, and ensuring financial stability, with the period starting from land registry registration, not just purchase. It helps lenders control risks like "day one remortgages" (cash purchase followed by immediate mortgage application) and ensure stable home residency, affecting cash-out refinances and property sales.
What are the requirements for the right of first refusal?
Importantly, an option to purchase and a right of first refusal must comply with certain formalities to be legally enforceable, namely it must be in writing, be signed by the parties, contain a legal description of the property, and specify the consideration payable.
What happens if ROFR is violated?
Since ROFR is a legal agreement, its violation carries some consequences depending on the contract law. If the holder doesn't get the right to refuse, they may sue the seller for either specific or financial damages. Specific performance forces the violating party to act according to the contract.
Does ROFR need to be recorded?
Although the Court ruled in this case that the recordation of the ROFR was not required by the State statute, it may be a good idea to record the right of first refusal agreement in the land and title records.
What are the downsides of first refusal?
A right of first refusal is a serious detriment to the value and marketability of property and often leads to litigation. In most situations you should avoid granting rights of first refusal if at all possible.
What triggers a right of first refusal?
Right of first refusal vs.
Mechanism: The holder gets the first opportunity to negotiate and make an offer before the owner can offer the asset to others. Trigger: Activated when the owner intends to sell but before any offers are received.
What are the exceptions to the right of first refusal?
You will not be a qualifying tenant and will not have the right of first refusal if you are a shorthold tenant, an assured tenant, a business tenant or if you are an otherwise qualifying tenant but own three or more flats in the same building.
How to get out of a right of first refusal?
The ROFR holder then has to agree to the same terms as the offer and if they do not respond within X days of their receipt of the offer they are deemed to have waived their ROFR. With adequate documentation that the offer was made a closing can be allowed to occur.
What are some examples of right of first refusal?
A right of first refusal is triggered when the grantor chooses to sell their property interest and receives a legitimate offer from a third-party purchaser. For example, cotenants A and B own a home together, and in their ownership agreement, they granted each other the first right of refusal.
How to value a right of first refusal?
The value of the right of first refusal to the holder at the time an offer was made by a third party should be the difference between the inherent value assumed by the assignee and the offering price by the third party.
Does a right of first refusal ever expire?
In a case of first impression in California, the California Court of Appeal in Smyth v. Berman held that in the absence of specific language to the contrary, a right of first refusal (ROFR) contained in a written lease expires when the tenant becomes a “holdover” tenant.
How to write the first right of refusal clause?
The right of first refusal granted herein shall terminate (i)with respect to any particular First Refusal Space upon the failure by Tenant to exercise its right of first refusal with respect to the First Refusal Space so offered by Landlord pursuant to the terms of this Section1.
What is the 72 hour first right of refusal?
The seller will keep the property on the market but accept a contingent offer, providing buyers with a 72-hour (negotiable) first-right-of-refusal notice to perform in the event seller receives a better offer. 2. The seller will take the property off the market and wait for the buyer to sell the buyer's existing home. ...