A right of first refusal (ROFR) is an agreement giving its holder the right to purchase property in certain circumstances. ROFRs usually concern real estate, but they can cover any type of property. Generally, ROFRs provide that if an owner receives a bona fide offer to buy its property on terms it wishes to accept, the owner must give the ROFR holder notice of the offer and the opportunity to match it. The ROFR holder has no obligation to match the offer and it can refuse to do so. In that instance, the owner is free to sell the property to the offeror. If the ROFR holder does match the offer, the holder has the right to buy the property and the owner must sell it to the ROFR holder. But as Mitchell L. Marinello and Andrew P. Shelby demonstrate in their January 2021 Illinois Bar Journal article, “Right of First Refusal, Right?” under the peculiarities of Illinois law, ROFRs generally are enforceable but can lead to litigation, specifically when a property’s ROFR provisions may not be considered definite enough to be enforced.
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