Rights of First Refusal, Rights of First Offer, Options to Purchase: Key Provisions for Clarity and Enforceability
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course 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 interpretation issues that can arise due to a lack of clarity or unforeseen circumstances. The panel will also address title, financing, and subordination issues 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, and 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 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
Hannah Dowd McPhelin
Vice President, Real Estate and General Counsel
Ms. McPhelin is the Vice President of Real Estate and General Counsel for Harristown Enterprises Inc., a non-profit... | Read More
Ms. McPhelin is the Vice President of Real Estate and General Counsel for Harristown Enterprises Inc., a non-profit real estate development company with the mission of revitalizing downtown Harrisburg, Pennsylvania. She is a LEED® (Leadership in Energy and Environmental Design) Accredited Professional, a Counselor of Real Estate® and the Vice Chair of the Leasing Group of the American Bar Association Section of Real Property, Trust and Estate Law.Close
Kelly L. Martin
Corporate Counsel - Real Estate
Ollie's Bargain Outlet
Ms. Martin leads the legal team that supports the retailer's meteoric real estate expansion. She manages... | Read More
Ms. Martin leads the legal team that supports the retailer's meteoric real estate expansion. She manages retail lease drafting and negotiation, supports the construction team, assists with real estate litigation and dispute resolution, and advises diverse company departments concerning vital real estate operations and assets. Before joining Ollie's, as an associate attorney in the Real Estate Group of Troutman Pepper and McNees Wallace and Nurick before that, I helped clients create value out of their real estate assets in everything from commercial real estate transactions, financings, and lease negotiations to assisting developers with land use and the development and management of condominiums and planned communities.Close