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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Transactions

Date & Time
  • event Date

    Wednesday, January 22, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00

This CLE course will examine and compare rights of first offer (ROFO), rights of first refusal (ROFR), and options to purchase a commercial property (collectively, “preferential purchase rights”). The expert panel will provide an overview of the pitfalls commonly associated with different types of preferential purchase rights and will illustrate how these risks can be minimized through thoughtful and informed drafting.

Faculty

Kathryn E. Allen
Founder
The Law Office of Kathryn E. Allen, PLLC

Ms. Allen is an attorney providing legal services covering Business Litigation and General Litigation, Oil and Gas, and Real Estate. She has practiced for over 30 years, is board certified in Civil Trial Law, and was selected to Super Lawyers for 2006.

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Kelly L. Martin
Corporate Counsel - Real Estate
Ollie's Bargain Outlet, Inc

Ms. Martin leads the legal team that supports the retailer's meteoric real estate expansion. She manages retail lease drafting and negotiation, supports the construction team, assists with real estate litigation and dispute resolution, and advises diverse company departments concerning vital real estate operations and assets. Before joining Ollie's, as an associate attorney in the Real Estate Group of Troutman Pepper and McNees Wallace and Nurick before that, I helped clients create value out of their real estate assets in everything from commercial real estate transactions, financings, and lease negotiations to assisting developers with land use and the development and management of condominiums and planned communities.

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Hannah Dowd McPhelin
Vice President, Real Estate and General Counsel
Harristown Enterprises, Inc

Ms. McPhelin is the Vice President of Real Estate and General Counsel for Harristown Enterprises Inc., a non-profit real estate development company with the mission of revitalizing downtown Harrisburg, Pennsylvania. She is a LEED® (Leadership in Energy and Environmental Design) Accredited Professional, a Counselor of Real Estate® and the Vice Chair of the Leasing Group of the American Bar Association Section of Real Property, Trust and Estate Law.

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Description

Preferential purchase rights, including ROFOs, ROFRs and options, are frequently included in many different types of real estate transactions. When given due regard by careful drafters, preferential purchase rights are enforceable and serve their intended purposes.

All too often, however, even experienced practitioners treat preferential purchase rights as an afterthought. These rights tend to be documented hastily and without proper attention for the far-reaching consequences they can have for the parties and their successors, as well as for the properties they cover. As a result, preferential purchase rights frequently give rise to costly litigation and outcomes that no one intended.

Listen as our expert panel examines the pitfalls commonly associated with different types of preferential purchase rights. The panel will demonstrate how these risks can be minimized through thoughtful and informed drafting and offer best practices for counsel.

Outline

  1. Distinguishing between different types of purchase rights
    • Right of first refusal
    • Right of first offer
    • Option to purchase
  2. Key provisions
    • Triggers, notice, and other requirements to exercise purchase right
    • Time of the essence, strict compliance
    • Valuation
    • Identification of parties: assignment provisions
  3. Common points of misunderstanding and dispute

Benefits

The panel will review these and other critical issues:

  • The distinct characteristics of each type of preferential purchase right;
  • Technical matters such as the statute of frauds and the rule against perpetuities;
  • The term and binding effect of the right;
  • The events/circumstances that trigger the right;
  • The requirements for exercising the right;
  • The potential for changes in circumstances over time;
  • Impact on the ability to sell, lease or collateralize the property;
  • The availability of title insurance; and
  • Minimizing obstacles to enforcement through careful drafting.