When a Right of First Refusal Stands Between Your Business and a Property Sale

You may have heard that a commercial property sale could bypass a right of first refusal (ROFR), and now a deal is moving forward. A ROFR lets the holder match a real third-party offer before the owner sells to that buyer. If the owner skipped that step, a right of first refusal lawsuit in Florida can ask a court to enforce it.

This page explains how these disputes work, what a court can be asked to do, and which deadlines and defenses shape the case.

What a Right of First Refusal Is and How It Differs from a Right of First Offer

A right of first refusal lets the holder buy the property on the same terms as a genuine offer (a bona fide offer) from an outside buyer. The steps usually run in this order:

• The owner receives an offer from an outside buyer that it is willing to accept.
• The owner notifies the holder and shares the offer’s terms.
• The holder has a stated window to match.
• If the holder matches, it buys. If it declines or misses the window, the owner may sell to the outside buyer.

A right of first offer (ROFO) comes earlier. The owner must offer the property to the holder before it markets the property or talks with other buyers.

The written agreement controls the details. Check the notice method, the matching deadline, what counts as a triggering offer, and whether the right covers transfers to relatives or affiliates. Small wording differences can change the outcome.

Common Situations That Lead to a ROFR Lawsuit

Most ROFR lawsuits start when a holder learns of a sale it never had a fair chance to match. Common examples include:

• A tenant with a ROFR in a commercial lease learns the landlord signed a sale contract with an outside buyer and never gave notice.
• A partner or LLC member with a ROFR in an operating or shareholder agreement is not offered the interest before an outsider buys it.
• A neighboring owner with a recorded or contract right learns the parcel is being sold or transferred.
• An owner accepts a deal that differs from the offer the holder saw, which raises doubt about whether the holder had a fair chance to match.

The person bringing the claim is often a company, or someone acting for a partner or family member. The first question is who actually holds the right, because that party must be the one who acts.

What a ROFR Lawsuit Can Cover

A ROFR lawsuit usually asks a court to enforce the right, pause a sale, or award money for the breach. Typical requests include:

• Breach of contract. The claim says the owner skipped notice, shortened the matching window, or changed terms without offering the holder the new deal.
• Specific performance. The holder asks the court to order the sale to it on the agreed terms.
• Injunctive relief. The holder asks the court to pause a closing while the case moves forward.
• Damages. The holder seeks money for losses caused by the breach, where the contract and facts support them.
• Declaratory relief. The court is asked to decide whether the right exists, whether a sale triggered it, and whether it binds a later buyer.
• Claims against a buyer. A buyer who knew about the right may face claims tied to the purchase.

Unjust enrichment, a claim that someone was unfairly enriched, has limits. Where an express contract covers the same subject, claims from that relationship cannot be pursued as unjust enrichment under Florida case law.

How a ROFR Case Typically Unfolds

A ROFR case usually moves from document review to a demand letter, then to a lawsuit if the matter does not resolve first.

1. Review the documents. Gather the ROFR clause and any amendments, the lease or operating agreement, the purchase contract, notices, and emails about the offer.
2. Build a timeline. Note when the offer arrived, when notice went out, when the matching window closed, and when closing is set.
3. Send a demand. A letter to the owner, buyer, or closing agent asserts the right and asks that the sale be held or the holder be allowed to match.
4. File suit. The complaint goes to a Florida court. Under Fla. Stat. § 47.011, actions must be brought only in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located; this section does not apply to actions against nonresidents. If closing is close, a motion for temporary injunction may come with the complaint.
5. Litigate. Discovery can reach the purchase contract and proof of notice. Under Fla. Stat. § 44.102, a court must refer many money-damage cases to mediation when one party asks, subject to listed exceptions and cost terms.

Timing varies with court calendars and how quickly emergency relief is needed. Some cases end in a matched purchase or a payment agreement. How the case ends depends on the facts.

Deadlines, Defenses, and Facts That Shape the Outcome

Deadlines in these cases turn on the claim type and when it started, and a contract cannot shorten the statute.

• Time limits. Fla. Stat. § 95.11 sets limitation periods by claim type. Florida law generally treats a claim as accruing when its last element occurs, so the sale, notice, or closing date can each matter.
• Shorter contract deadlines. Under Fla. Stat. § 95.03, a contract provision that sets a shorter time to sue than the statute allows is void.
• Signed writings. Real estate disputes often turn on the written documents that created or transferred an interest in property.
• Common defenses. Owners and buyers often argue the right was not triggered, the offer was not genuine, the holder waived the right, notice was adequate, or the holder missed the matching window.
• Ratification. Florida case law says ratification occurs when a party entitled to rescind a voidable contract does not do so after learning the key facts (Flaherty v. Flaherty). That is a general rule, not an automatic result.

Gather your documents now. Avoid signing waivers, estoppel certificates, or closing acknowledgments until someone has reviewed their terms.

Why Work with Ayala Law PA on a Commercial Property Dispute

Ayala Law PA focuses its practice on business and commercial disputes, including commercial real estate litigation in Florida courts and arbitration.

• Practice areas: business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation, and international trade litigation.
• Clients served: businesses and entrepreneurs in Hillsborough County, Tampa, Brandon, Riverview, Plant City, Temple Terrace, and the wider Tampa Bay area.
• Responsible lawyer for this page: Eduardo A. Maura. Our team includes support staff who handle document organization and scheduling.
• Office: 1646 W Snow Ave, Tampa, FL.
• Fees: Fees and costs are explained before any engagement.
• Outcomes: No outcome can be promised. Each matter turns on its contract language, its facts, and the court involved.

Phone: (305) 570-2208. Contact form: contact page.

Frequently Asked Questions