A right of first refusal in Florida real estate is a contractual or statutory right that gives a designated person or entity the first chance to buy a property on the same terms a third-party buyer has offered. The owner can market the property and negotiate freely, but once a genuine offer arrives that the owner wants to accept, that deal has to be presented to the holder of the right. The holder then either matches it or steps aside. Florida recognizes these rights in several settings, and the specific rules depend on where the right came from.1The Florida Legislature. Florida Code 718.104 – Creation of Condominiums; Contents of Declaration
Where These Rights Come From
Most Florida ROFRs sit in one of four places: a condominium declaration, an HOA’s governing documents, a lease, or a private agreement between co-owners or family members.
Condominium associations are the most common source. A declaration of condominium can restrict transfers, and Florida law protects those provisions from the rule against perpetuities so long as they help unit owners keep reasonable control over who lives in the building.1The Florida Legislature. Florida Code 718.104 – Creation of Condominiums; Contents of Declaration Associations also have express statutory authority to buy units unless the declaration prohibits it.2Florida Senate. Florida Code 718.111 – The Association
There is also a separate, statutory ROFR when an existing rental building converts to condominiums. Each tenant who has lived in the building for at least 180 days before the conversion notice gets at least 45 days to decide whether to buy the unit. If the developer later offers it at a lower price, the tenant gets 10 more days to match.3The Florida Legislature. Florida Code 718.612 – Right of First Refusal
HOAs use ROFRs less often, and Chapter 720 does not create a blanket right for them. It does acknowledge them: Florida’s estoppel certificate form for HOAs specifically asks whether a right of first refusal exists and whether it has been exercised.4Florida Senate. Florida Code Chapter 720 – Homeowners Associations
Leases and private agreements round out the picture. A commercial or residential lease may give the tenant the first shot at buying if the landlord decides to sell, and co-owners or family members often use these rights to keep property inside a defined group. In every private setting, the ROFR is only as strong as the language in the document that created it.
What Actually Triggers the Right
Listing the property does not trigger a ROFR. Neither does entertaining calls or negotiating. The trigger is a firm third-party offer that the seller is willing to accept. Until then, the holder has nothing to act on.
The third-party offer has to be real. A sham offer designed to pressure the holder or manipulate the price does not qualify. And if the seller rejects an outside offer outright, the ROFR is not triggered and the seller has no duty to mention it. The obligation kicks in only when there is an offer the seller wants to move forward with.
Notice the Seller Must Give
Once a qualifying offer exists, the seller has to notify the holder in the manner the contract or governing document requires. That usually means certified mail or another method that creates proof of delivery, because the holder’s response clock starts only when notice is properly delivered.
The notice has to include every material term of the third-party offer, not just the price. Closing date, financing contingencies, deposit amount, inspection period, seller concessions, and any other bargained-for terms all belong in the notice. Leaving out a material term can invalidate the notice, which means the ROFR has not been properly cleared and the seller cannot close with the third party.
Response deadlines vary. In condo conversions, Florida statute sets them: 45 days for the initial offer and 10 days for a reduced price.3The Florida Legislature. Florida Code 718.612 – Right of First Refusal In private contracts, the parties set their own window, and 10 to 30 days is typical.
Match It or Lose It
The holder has two options: match the third-party offer on all material terms, or let it go. There is no cherry-picking. A written acceptance on the same terms creates a binding purchase contract between the seller and the holder, and the third-party buyer is displaced.
If the holder declines in writing or lets the deadline pass, the right is waived for that transaction. The seller can then close with the third-party buyer, but only on the terms that were disclosed. If the seller later agrees to a lower price or materially changes other terms, the ROFR may be re-triggered and a fresh round of notice and response has to happen. The condo conversion statute makes this explicit: a developer who later offers a unit below the price shown to the tenant must give the tenant another chance to buy.3The Florida Legislature. Florida Code 718.612 – Right of First Refusal
Right of First Refusal vs. Right of First Offer
These get confused constantly, and they work in opposite directions. A right of first refusal is reactive. The seller goes to market, gets an outside offer, and presents it to the holder to match. A right of first offer is proactive. When the owner decides to sell, the ROFO holder gets to make the first bid before anyone else sees the property. The owner can reject that bid and market the property freely, but the holder gets the opening move.
The practical difference matters. A ROFR tends to favor the holder, who can wait and see what the market produces and then match the best number. A ROFO tends to favor the seller, who can use the holder’s opening bid as a floor when negotiating with outside buyers.
Limits on How a ROFR Can Be Used or Written
An association holding a ROFR cannot use it as a screening tool to exclude buyers based on protected characteristics. Florida’s Fair Housing Act prohibits discrimination in the sale or rental of housing based on race, color, national origin, sex, disability, familial status, or religion.5The Florida Legislature. Florida Code 760.23 – Discrimination in the Sale or Rental of Housing and Other Prohibited Practices If an association exercises its ROFR against one buyer but not another and the pattern correlates with a protected class, that opens the door to a discrimination claim, even without intent.
The right itself can also be challenged. Courts evaluate ROFRs against the common-law rule against unreasonable restraints on alienation, looking at duration, purpose, and how the purchase price is set. A ROFR that runs indefinitely with a price cap far below market value can be struck down because it effectively prevents the owner from ever getting a fair price. The safest structure, and the one most likely to survive, requires the holder to match a legitimate third-party offer at the same price and terms. A ROFR with a formula price or a fixed-dollar cap is riskier; if the formula produces a number well below market, a court may void the provision entirely.
What Happens If the Seller Ignores It
Skipping the process and selling directly to a third party does not make the ROFR disappear. Before closing, the holder’s main remedy is specific performance: a court can order the seller to honor the right and sell on the disclosed terms. The condo conversion statute expressly preserves this remedy and treats any contract language waiving a tenant’s right to seek it as against public policy.3The Florida Legislature. Florida Code 718.612 – Right of First Refusal
After closing, the analysis gets harder because an innocent buyer now holds title. Monetary damages become the more likely remedy. Under the condo conversion statute, those damages include the difference between the price the developer offered the tenant and the price the unit actually sold for, plus court costs and attorney’s fees.3The Florida Legislature. Florida Code 718.612 – Right of First Refusal Florida appellate courts have also ordered rescission of deeds and specific performance in bulk-sale scenarios where a ROFR property was bundled with other assets. Sellers who try to sidestep the process take on real legal exposure.
Clearing Title Before Closing
Before closing with any buyer, the seller has to show that the ROFR was properly handled. Title companies will not issue a policy if a ROFR sits in the chain of title without proof it was satisfied or waived. The standard fix is to record a written waiver from the holder or, if the holder failed to respond in time, an affidavit from the seller certifying that proper notice was given and no response was received.
That recorded document removes the ROFR as an encumbrance. Without it, the title stays clouded and the closing stalls or dies. If you are the seller, build this step into the timeline. If you are the buyer, confirm with the title company that the waiver or affidavit is recorded before funds move.
Effect on Marketability
A ROFR does not block a sale, but it adds friction. Buyers may hesitate to spend on inspections, appraisals, and due diligence knowing a holder can step in and take the deal. Some walk away rather than risk being displaced after weeks of work. That narrows the buyer pool and can suppress the final price. Owners selling a property subject to a ROFR should disclose it early in the marketing process so buyers understand the timeline and the risk before writing an offer.