What Is a Right of First Offer (ROFO)?
A right of first offer gives a designated party the first opportunity to make an offer on property before the owner markets it to others. If the owner decides to sell, they must first present the opportunity to the ROFO holder, who can then make an offer. Only if the parties fail to reach a deal may the owner sell to a third party.
Right of First Offer vs. Right of First Refusal
- Right of first offer (ROFO) — the holder gets to make the first offer; if no deal results, the owner is free to sell to others, often on no worse terms
- Right of first refusal (ROFR) — the owner first gets a third-party offer, then the holder may match it
The practical difference is timing and leverage: a ROFO holder bids before the market sets a price; a ROFR holder reacts to a price the market has already produced.
Where ROFOs Appear in Florida
Rights of first offer are common in commercial leases (a tenant's first crack at buying the building or leasing adjacent space), in real estate investment and joint ventures, and among co-owners. To be enforceable, the clause should clearly state how the opportunity is triggered, the notice required, and how long the holder has to respond.
Related Terms
- Right of First Refusal — The match-the-offer alternative
- Option Fee — A related pre-purchase right
- Offer — What the ROFO holder gets to make first
Barnes Walker Real Estate
Barnes Walker's real estate attorneys draft and enforce rights of first offer and refusal in Florida leases, purchase agreements, and joint ventures. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC