Rights of First Refusal, Rights of First Offer, Options to Purchase: Key Provisions for Clarity and Enforceability
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar will examine and compare rights of first offer (ROFO), rights of first refusal (ROFR), and options to purchase a commercial property (collectively, the “purchase rights”). The panel will discuss key drafting points and issues of interpretation, which can arise due to a lack of clarity or unforeseen circumstances. The panel will also address title, financing, and subordination issues to consider when granting a purchase right.
- Distinguishing between different types of purchase rights
- Right of first refusal
- Right of first offer
- Option to purchase
- Key provisions
- Triggers, notice, other requirements to exercise purchase right
- Time of the essence, strict compliance
- Identification of parties: assignment provisions
- Common points of misunderstanding and dispute
The panel will review these and other critical issues:
- What distinguishes a ROFR from a ROFO or an option to purchase?
- Why might "time of the essence" and strict compliance provisions be particularly relevant when drafting purchase rights provisions?
- What are some of the pitfalls in drafting ROFRs, ROFOs, and purchase options?
- What are the factors to consider when drafting purchase price provisions?
- How might purchase rights impact future transfers and financings of property? Is a purchase right insurable under a title policy?
Kathryn E. Allen
The Law Office of Kathryn E. Allen
Ms. Allen is an attorney providing legal services covering Business Litigation and General Litigation, Oil and... | Read More
Ms. Allen is an attorney providing legal services covering Business Litigation and General Litigation, Oil and Gas, and Real Estate. She has practiced for over 30 years, is board certified in Civil Trial Law, and was selected to Super Lawyers for 2006.Close
Kelly L. Martin
Troutman Pepper Hamilton Sanders
Ms. Martin is a member of the firm’s Real Estate practice. She concentrates her practice in commercial and... | Read More
Ms. Martin is a member of the firm’s Real Estate practice. She concentrates her practice in commercial and residential real estate transactions, conducting due diligence and lease reviews, and counseling clients on development and management of condominiums and planned communities.Close
Hannah Dowd McPhelin
Ms. McPhelin concentrates her practice in real estate matters and other business transactions, including the... | Read More
Ms. McPhelin concentrates her practice in real estate matters and other business transactions, including the acquisition, sale and financing of commercial real estate properties and leasing of office, retail, warehouse and industrial space, representing both landlords and tenants. She is a LEED® (Leadership in Energy and Environmental Design) Accredited Professional and a member of the firm’s Sustainability, CleanTech and Climate Change Team.Close