What Is First Right of Refusal in Real Estate: Pros and Cons Explained

Posted by Excelsior Realty Team on September 2, 2023

First-refusal rights can benefit buyers and sellers in real estate transactions. Rental property owners frequently utilize them at lease renewal time to acquire their properties outright. But what is first right of refusal in real estate transactions?

Right of first refusal grants special privileges to an individual or property holder - typically tenants. In real estate, when presented with offers from another party, any offers must first be presented to those with this right for approval before being accepted. Essentially, these first bids ensure the buyers' position, while sellers hope other interested parties wait behind them.

This article details the impact of entering into a first-right-of-refusal agreement on negotiations, with pros and cons for both parties involved. Learn your rights when buying or selling property and how to incorporate specific contract requirements!

What Is a Right of First Refusal in Real Estate? 

A right of first refusal in real estate contracts and lease agreements grants one party the contractual right to make the first offer on an available property when it becomes available for sale.

This provision can often be seen in rental agreements, where tenants can acquire their residence from their landlord. 

When a purchaser expresses an interest in purchasing the property after it has been listed for sale by its owner, those with first refusal privilege have two choices. 

  1. Buying it themselves or
  2. Giving up their right to do so to another interested party

Right of first refusal requirements are frequently employed as incentives to lease tenants during buyer's markets. Moreover, they're used as strategies during estate planning to help prevent conflicts over inheritance among family members.

These clauses require sellers to notify any individuals with right-of-refusal before accepting third-party offers on selling real properties.

As stated, 'a right of first refusal' ensures that certain parties receive priority when purchasing properties through an early opportunity to make an offer before hitting open market sales listings.

Excelsior Real Estate - What Is First Right of Refusal in Real Estate


How Does First Refusal Work? 

A first-refusal privilege is a pre-market negotiation that gives one individual or party the first opportunity to purchase real property before it can be sold to others.

Setting an offer deadline allows the potential purchaser and property owner to negotiate and reach an agreement. Otherwise, they can decline it altogether before the dealer sells it to other prospective buyers.

Real estate brokers may suggest this option if they anticipate high demand for a property. Conversely, landlords often include right of first refusal clauses in rental agreements to attract residents.

When a Right of First Refusal Might Be Used

Renters often use a right of first refusal when buying their rental property at the end of their lease term. This gives them first dibs on making offers before they go up for public bidding.

Estate planning may also include creating a right of first refusal for family members to avoid inheritance disputes.

Real estate agents may approach homeowners to see if they would consider making deals with interested purchasers when selling their property in the future. 

What Are the Advantages and Disadvantages of an ROFR for the Buyer?

Real estate buyers who wish to exercise their right of first refusal have several advantages in real estate trading. 

First and foremost, this permits them to be prioritized when purchasing real estate. This gives buyers more time and energy to evaluate all available options before making an informed decision.

Utilizing a right of first refusal clause allows buyers to set a predetermined purchase price. This gives them more control in negotiations.

However, the purchasers' right of first refusal also has drawbacks. Because there is no set timeframe or criteria for advertising houses for sale, people cannot promise they will be able to buy the property they want on the first try.

Furthermore, during the waiting time, properties subject to the right of first refusal contract frequently lose value. This makes the contract financially unfavorable for customers who initially desired to purchase at a higher price.

A prospective buyer should avoid becoming too attached to a specific house. Limiting themselves solely based on this requirement might result in missing out on better offers in the market.

What Are the Advantages and Disadvantages of ROFR for Sellers in Real Estate Transactions? 

A right of first refusal (ROFR) can have advantages and disadvantages for sellers in real estate trade. 

On one hand, it may draw in potential lessees or purchasers while discouraging others from walking away prematurely. On the other hand, it may prevent unsuitable prospects from walking away too quickly from an agreement without making concessions to your needs or your demands.

At the same time, it gives sellers peace of mind during the listing process. However, its drawbacks include-

  • Not obligating buyers to purchase at that moment
  • Potentially restricting your options if another offer arises later 
Also, ROFR can restrict financial gains as home values increase over time and add additional obligations for sellers when managing property sales transactions. 

What Is The Difference Between ROFO And ROFR

Real estate terms like ROFO and ROFR may need to be clarified. Many may ask: What's the difference?

Right of First Offer (ROFO) allows prospective buyers to make an offer on any property when it becomes available for sale. Conversely, with the Right of First Refusal (ROFR), sellers must sell the property to predetermined buyers under contractual terms if they decide to sell.

A ROFO provides buyers with more time and opportunity. Conversely, an ROFR gives sellers greater control over selling their property by considering all offers received besides those predetermined buyers submissions.

Who Can Negotiate an ROFR Agreement? 

Both parties should enlist the services of qualified real estate attorneys when entering into a right of first refusal contract. However, such clauses are relatively straightforward. Such agreements should cover key elements, like:

  • Rent control clauses
  • An agreed-upon method for determining the property's future price

Price settings could include flat fees set at a certain percentage above market value, or matching offers from another party. 

Real estate agents frequently utilize such clauses to facilitate potential sales. Conversely, lessors might use them to lure renters into becoming homeowners.

Assuring that all parties involved are eligible and have legal representation during negotiations is paramount.

Who Benefits From the First Refusal Right? 

The first-refusal privilege offers both buyers and property owners advantages. Buyers gain from securing their desired property first and making an offer. This gives them a right to purchase with impressive offers.

Property owners enjoy peace of mind knowing their sale can go smoothly. They can negotiate optimal terms and prices before other potential buyers begin discussions or make offers.

General Tips for Refusal Right Clauses

When handling right-of-refusal clauses, consulting your real estate attorneys is often recommended. They can review and explain the contract to protect your best interests.

Time is of the utmost importance here, as buyers should fully comprehend and agree upon a timeframe for making an offer once the property becomes available for sale. 

Tip for Buyers

As a buyer navigating a right of first refusal agreement (ROFR), several tips can help make the process smoother.

First and foremost, take time to fully comprehend each of the terms outlined in your ROFR agreement. From the purchase price to the timeline, it all needs to be reviewed thoroughly.

Hiring an experienced real estate agent who has experience working with ROFR clauses is vital. Their insight will prove invaluable during this complex process.

Financial planning is essential when working with a ROFR clause. Set aside funds within specified timelines if any purchases arise during this process.

Clear communication among all parties involved is vital to avoid delays or misunderstandings. This also keeps everyone informed of your intentions and progress. 

Tips for Sellers

When entering right-of-first-refusal agreements, sellers should remember some other points as well.

To begin with, any contract must state if prospective purchasers can match public offers. This will increase clarity and prevent misconceptions during discussions.

Sellers should include language requiring potential purchasers to acknowledge it if they do not purchase the property within a specified time limit. Following that, sellers may look at different offers.


To summarize, the right of first refusal allows potential buyers to purchase property before it is sold to third parties. 

This clause can provide buyers with a considerable edge by allowing them to bid directly to sellers first. Furthermore, it allows for direct talks between the parties involved. Unfortunately, scheduling constraints or pricing uncertainty may limit this tactic's potential success.

Buyers and sellers should carefully consider their choices before entering into a right of first refusal agreement. Buyers who utilize their rights should do so as soon as possible. On the other hand, sellers should carefully weigh the risks of missing out on superior offers.

The real estate experts at Excelsior Real Estate understand the nuances of such transactions and can provide experienced advice. With years of experience negotiating sale agreements, we give thorough support at every stage, including:

  • Calculating market prices
  • Developing efficient marketing techniques

We can provide vital insight into local inventory circumstances in Lake Minnetonka for clients in this region due to our extensive knowledge. So don't put it off any longer - contact us right away!