It is not uncommon for the owner of real property to grant to one person the right to purchase the property if the owner accepts a bona fide offer to purchase the property from another person (right of first refusal). For example, a tenant might want to have the opportunity to own the leased premises if the landlord decides to sell it during the term of the lease. To protect the tenant’s opportunity to purchase the leased premises during the lease term, a clause would be included in the lease which obligates the landlord to notify the tenant that the landlord has accepted an offer to purchase the leased premises from a third party purchaser, giving the tenant the right to purchase the leased premises from the landlord on the same terms and conditions that are contained in the purchase contract between the landlord and the third-party purchaser.
What happens if after the landlord and third-party purchaser enter into the contract, the third-party purchaser learns about the tenant’s right of first refusal, and in an attempt to defeat the right, the third-party purchaser cancels the contract, and then enters into a second contract with the landlord at a much higher purchase price? When the first contract is terminated, does the tenant lose its right of first refusal? No. When the landlord entered into the first contract with the third-party purchaser, the tenant’s right of first refusal was converted into an irrevocable option to purchase the property. See The Allegro at Boynton Beach, LLC v. Pearson, 42 Fla.L.Weekly D2277 (Fla. 4th DCA 10/25/17). The tenant can enforce its right by filing an action against the landlord for specific performance to compel the landlord to sell the property to the tenant upon the same terms and conditions that are contained in the first contract. Nice try by the third-party purchaser, but the Court recognized the landlord’s and third party purchaser’s gamesmanship and ruled in tenant’s favor based upon the applicable law.
