Rights of first refusal (ROFRs) are frequently drafted into real estate contracts and other agreements to give a party a preemptive right to purchase a property—a ROFR typically provides that, before the property is sold to a third party, the grantor of the right will first give the holder of the right a chance to buy the property at the price contained in a bona fide offer that the owner intends to accept.

As New York courts have seen challenges to the exercise and enforcement of ROFRs, certain patterns have emerged from the jurisprudence that can inform and improve the future drafting of ROFRs. The overarching theme is that the language of ROFRs will be scrutinized and strictly construed (given that a ROFR is an encumbrance on the grantor’s alienation of the property), which underscores that the drafting is critical. Any such right should be drafted in as much detail as possible, so that the parties are bound to their intent as evidenced by the specific language of the contract and so that little if anything is left to be disputed between them later.