Can a Right of First Refusal Be Assigned?

Abstract

A right of first refusal, also known as a right, is a right to purchase in advance of all others on specified terms, but it is only triggered if the owner decides to sell.' Rights of first refusal can exist in real estate,2 corporate securities,3 franchise agreements,4 oil and gas leases,5 employment contracts,6 and all sorts of commercial assets.7 Most preemptive rights are created by the agreement of the parties; however, both Congress and state legislatures have provided for statutory rights of first refusal, usually to protect franchisees, tenants, or .8 farmers. Most rights of first refusal allow the rightholder to purchase at the same offered by a third party. However, parties may sometimes arrange a fixed price right of first refusal that permits the rightholder to preempt a third party at a prearranged price, even if the third party offers a higher price. Because of judicial hostility to these