Right of First Refusal (ROFR)

How ROFR Works Step-by-Step

1. Third-party offer: owner receives bona fide offer from third party — written, specific terms (price, deposit, closing date, contingencies)
2. Owner notice: owner delivers ROFR notice to holder with full terms of third-party offer
3. Holder response window: holder has defined window (typically 15–60 days) to elect
4. Election to match: holder accepts third-party offer terms — typically execution of PSA mirroring third-party terms within defined window
5. Election to decline: holder declines (or fails to respond) — owner free to proceed with third party on third party's terms
6. Material change protection: if owner and third party amend terms materially after ROFR decline, ROFR typically resets — re-noticed to holder
7. ROFR survival: survives sale to third party if recorded; binds successor owner until expiration or termination

ROFR vs. ROFO (Right of First Offer)

• ROFR (Right of First Refusal): reactive — triggered by third-party offer; holder matches third-party terms
• ROFO (Right of First Offer): proactive — when owner decides to sell, owner must first offer to holder before going to market; if holder declines, owner can market freely
• Owner preference: ROFO typically preferred (preserves market liquidity); ROFR can chill third-party bidders
• Holder preference: ROFR typically preferred (locks in market price; no obligation to set first price)
• Chilling effect of ROFR: third parties may decline to bid on properties with ROFR — knowing their offer may simply be matched and lost
• Compromise structures: some deals use "ROFR with last look" or "ROFO followed by ROFR" hybrid structures

Florida ROFR Common Contexts

• Tenant ROFR on leased premises: tenant has right to match buyer offer for the property — common in long-term commercial leases and restaurant ground leases
• JV partner ROFR on partnership interest: JV partners have right to match offer from third party attempting to acquire other partner's interest
• Adjoining owner ROFR: sometimes recorded between adjoining commercial parcels for expansion protection
• Affiliate ROFR: related parties (affiliated companies, family members) hold ROFR for estate or business planning
• Lender ROFR: some development financings include lender ROFR (rare)
• Anchor ROFR (retail): some anchored retail leases give anchor ROFR on shopping center sale
• FL enforcement: FL courts enforce properly drafted ROFRs; specific performance available if ROFR holder timely elects

What is a Right of First Refusal (ROFR)?

A Right of First Refusal (ROFR) is a contractual right giving the holder the opportunity to match a third-party offer to purchase property (or interest) on the same terms before the owner can complete the sale. The owner must present any bona fide third-party offer to the ROFR holder; the holder has a defined window (typically 15–60 days) to elect to match. If matched, the holder buys at the third-party offer's terms; if declined, owner can sell to the third party on those terms.

What's the difference between ROFR and ROFO?

ROFR (Right of First Refusal) is reactive — triggered by a third-party offer; holder matches the third-party terms. ROFO (Right of First Offer) is proactive — when owner decides to sell, owner must first offer to holder before going to market; if holder declines, owner can market freely. Owner typically prefers ROFO (preserves market liquidity); holder typically prefers ROFR (locks in market price discovery). ROFRs can chill third-party bidders because their offers may simply be matched and lost.

How long does a ROFR holder have to respond?

ROFR response window varies — typically 15 to 60 days from delivery of the third-party offer notice. Shorter windows (15–30 days) are common in lease ROFRs where tenant has property knowledge. Longer windows (45–60 days) are common in JV partner ROFRs requiring partner financing arrangement. The response window is typically specified in the original ROFR agreement and must be strictly observed.

How are ROFRs used in Florida commercial leases?

Florida commercial lease ROFRs are common in long-term tenants, restaurant ground leases, anchored retail, and medical office. Provides tenant protection against unwanted sale by allowing tenant to match buyer offers and remain in operating control. Sophisticated FL landlords negotiate ROFR carefully — short response window, narrow trigger definition, exception for affiliate transfers — to preserve market liquidity. Tenant ROFRs typically survive sale and bind successor landlord.

Who can negotiate ROFR provisions in Florida CRE?

Michael R. Linton and Linton Global Solutions advise both sides of ROFR negotiation across Florida CRE — landlord/tenant ROFRs in commercial leases, JV partner ROFRs, adjoining owner ROFRs, and affiliate ROFR planning. 39 years of Florida CRE transaction experience and direct relationships with FL legal counsel produces ROFR structures that protect holders while preserving owner market liquidity. Call (312) 612-1031.

Article Summary

Right of First Refusal (ROFR) = contractual right giving holder opportunity to match third-party offer on same terms. Steps: (1) bona fide 3rd party offer; (2) owner notice to ROFR holder; (3) holder has defined window (15–60 days) to elect; (4) match = holder buys at 3rd party terms; (5) decline = owner sells to 3rd party. Different from ROFO (proactive — owner offers to holder before marketing). Common FL contexts: tenant on leased premises, JV partner on partnership interest, adjoining owner, affiliate, anchor on shopping center. ROFRs can chill 3rd party bidders.

Key Takeaways

• ✓ROFR = reactive right to match a third-party offer's terms.
• ✓Different from ROFO (proactive — owner offers first before marketing).
• ✓Response window typically 15–60 days from owner notice.
• ✓Common FL contexts: tenant on leased premises, JV partner, anchor.
• ✓ROFRs can chill 3rd party bidders — owner typically prefers ROFO.

About Michael R. Linton

Michael R. Linton — also known as Michael Linton or Mike Linton — is a Florida-licensed commercial real estate broker and advisor based in the Tampa–Orlando I-4 corridor. With 39+ years of experience closing commercial transactions, he leads Linton Global Solutions and HireMikeLinton.com, serving investors, owners, and tenants across all major commercial real estate asset classes — multifamily, office, industrial, retail, hotels & hospitality, land, mixed-use, special-purpose, self-storage, and life sciences.

Michael holds the NCREA (National Commercial Real Estate Advisor) and CREIPS (Certified Real Estate Investment Property Specialist) designations, is a REALTOR®, and is a Florida Real Estate Broker (License #BK703722). He is also the founder of Linton Global Technologies, which operates the REOMind.ai AI-powered REO disposition platform serving 500+ banks.

Ready to Talk About Your Right of First Refusal (ROFR) Deal?

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Works Cited

1. American Bar Association. "Commercial Real Estate ROFR Treatise." ABA, https://www.americanbar.org/. Accessed Jun 9, 2026.
2. Florida Bar Real Property Section. "Florida Real Property Treatise." The Florida Bar, https://www.floridabar.org/. Accessed Jun 9, 2026.
3. Practical Law. "Rights of First Refusal and Rights of First Offer." Thomson Reuters, https://content.next.westlaw.com/. Accessed Jun 9, 2026.
4. CCIM Institute. "Commercial Real Estate Investment." CCIM, https://www.ccim.com/. Accessed Jun 9, 2026.

Disclosure & Compliance

Disclosure: This article discusses proprietary technology developed by Linton Global Technologies. Michael R. Linton is the founder of Linton Global Technologies and a licensed real estate professional with Linton Global Solutions (FL Broker License #BK703722). This content is for informational purposes only and does not constitute investment, legal, or financial advice.

Compliance Statement: All CREDDS and REOMind.ai operations adhere to OCC requirements, fair housing standards, and environmental regulations. Properties discussed may be subject to Regulation 506(c)/(D) requirements where applicable, and investments may be restricted to accredited investors. Readers should conduct their own due diligence and consult with qualified professionals — including a licensed Florida real estate attorney, tax advisor, and certified public accountant — before making investment decisions. Past performance does not guarantee future results.