Rights of First Offer, First Refusal in Real Estate



  • Available Until 12/7/2024
  • Next Class Time 1:00 PM ET
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 12072022
  • MCLE Credits 1 hour(s)

Course Price: $75.00


Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate.


  • How rights of first refusal and rights of first offer work in real estate transactions
  • Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps
  • Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing
  • How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate
  • Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights



John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.