BC Realtor Right of First Refusal Guide: ROFR Mechanics, Drafting Pitfalls & Listing Obligations (2026)
Rights of first refusal (ROFRs) are one of the most misunderstood contractual rights in BC real estate. They appear in co-ownership agreements, strata unit transfers, commercial leases, family arrangements, and neighbour agreements — and listing agents who don't handle them correctly can find themselves in serious legal and regulatory trouble.
What Is a Right of First Refusal?
A right of first refusal (ROFR) is a contractual right that gives its holder (the "grantee") the opportunity to purchase a property before the owner sells it to a third party. When the owner receives a bona fide third-party offer they intend to accept, they must first present that offer to the ROFR holder, who then has a specified period to either:
- Match the offer on identical terms — in which case they purchase the property instead of the third party; or
- Decline or not respond within the period — in which case the seller may proceed with the third-party offer
A ROFR is not an option to purchase — the holder cannot force a sale at any time. The ROFR is only triggered when the seller decides to sell and has a third-party offer in hand.
ROFR vs. Option to Purchase vs. Right of Pre-Emption
| Right Type | When Triggered | Price | Common Use |
|---|---|---|---|
| Right of First Refusal | When seller receives a third-party offer | Must match third-party offer exactly | Co-ownership, strata, family, commercial leases |
| Option to Purchase | At holder's discretion within option period | Pre-agreed fixed price | Lease-to-own, commercial development |
| Right of Pre-Emption | Before seller markets to anyone — seller must offer to holder first | May be at set price or agreed process | Neighbour agreements, co-owner agreements |
Where ROFRs Appear in BC Real Estate
ROFRs in BC typically arise from:
Co-Ownership Agreements
Joint owners of a property commonly grant each other ROFRs — if one owner wants to sell, they must first offer their share to the other owner(s).
Strata Bylaws
Some strata corporations or bare land strata developments have ROFRs in favour of the strata corporation or adjacent lot owners.
Family Arrangements
Parents transfer property to one child with a ROFR in favour of siblings, or spouses grant each other ROFRs in separation agreements.
Commercial Leases
Commercial tenants often negotiate ROFRs to purchase their leased premises if the landlord decides to sell.
Neighbour Agreements
Adjacent landowners (particularly agricultural or rural properties) sometimes create ROFRs to control who their neighbours are.
Development Agreements
Developers create ROFRs in favour of municipalities or other parties as conditions of project approvals.
How a ROFR Is Triggered: Step-by-Step
When a property subject to a ROFR is listed and receives a third-party offer, here is the process that should unfold:
Seller receives a bona fide third-party offer
The offer must be genuine and from an arm's-length party. A sham offer created by the seller to force the ROFR holder into a purchase doesn't trigger the right properly.
Seller notifies ROFR holder in writing
The seller (or listing agent on their behalf) provides a copy of the third-party offer to the ROFR holder, along with written notice that the ROFR has been triggered. The exact notice requirements depend on the ROFR agreement.
ROFR holder's matching period begins
The ROFR agreement specifies how long the holder has to respond — commonly 48–72 hours for residential, longer for commercial. The period must be strictly observed.
ROFR holder decides: match or waive
If matching: the holder signs an identical contract (or the same contract with their name substituted). If waiving: the holder provides written waiver to the seller. If no response within the period: the seller may proceed with the third-party offer.
Sale proceeds with either the ROFR holder or the third party
If the ROFR holder matches, the third-party offer is rejected. If the holder waives or doesn't respond, the seller may accept the third-party offer — but only on the same terms presented to the ROFR holder (no material changes without re-triggering the ROFR).
Common ROFR Drafting Pitfalls That Create Problems
Many ROFRs are poorly drafted and create ambiguity that leads to disputes. As a listing agent, you need to identify these issues before they surface:
| Drafting Issue | The Problem It Creates | What to Look For |
|---|---|---|
| No specified matching period | How long must the seller wait? Courts may imply a "reasonable time" — creates uncertainty | Look for explicit timeframe: "48 hours," "5 business days," etc. |
| Does not specify "on identical terms" | ROFR holder claims they can match the price but change other terms (e.g., longer completion, different conditions) | ROFR should specify "same price, terms, and conditions" |
| ROFR applies to "any transfer" | Does it trigger on a gift, estate transfer, matrimonial transfer? What about a forced sale? | Good ROFRs specify which types of transfers trigger the right and which are exempt |
| No notice requirements specified | Was notice properly given? Did the period start? Disputes about whether the ROFR was triggered at all | Look for method (written, to specific address), timing, and form of notice |
| ROFR doesn't address non-cash consideration | Seller receives offer partly in shares, services, or property exchange — how does holder "match" that? | ROFR should address non-cash offers (convert to cash equivalent or exclude) |
| No expiry date on the ROFR | Is the ROFR still valid 20 years after it was created? Unclear without a term or sunset clause | Check if ROFR has an expiry — many don't, which creates issues |
Listing Agent Obligations: Disclosure and Process
When listing a property subject to a ROFR, the listing agent has several non-negotiable obligations:
Obligation 1: Disclose the ROFR to All Prospective Buyers
A ROFR is a material fact that affects a buyer's decision to make an offer. A buyer who invests time, money, and emotional energy making an offer — only to have it matched and taken away — was not adequately informed. Disclose the ROFR in the listing information and verbally before offers are received.
Obligation 2: Understand the ROFR Before Listing
Obtain and read the ROFR agreement before listing. Know: who holds it, how it's triggered, what the matching period is, how notice must be given, and whether it's registered on title. Ask the seller for the original agreement and recommend their lawyer review it if it's ambiguous.
Obligation 3: Properly Trigger the ROFR When an Offer Is Received
When the seller receives and conditionally accepts a third-party offer, the listing agent must immediately notify the ROFR holder in the prescribed manner with a copy of the offer. Time the matching period exactly per the agreement. Document everything.
Obligation 4: Obtain Written Waiver Before Proceeding
If the ROFR holder declines or doesn't respond within the period, obtain a written waiver before proceeding with the third-party sale. Keep the waiver in the file permanently. Never proceed on a verbal waiver.
Obligation 5: Don't Modify the Third-Party Offer After ROFR Triggered
If the seller makes material changes to the third-party offer after the ROFR holder waives (e.g., extends the completion date, reduces the price, adds terms), the ROFR may need to be re-triggered on the modified terms. Changing terms after the ROFR holder declines to match is often a breach of the ROFR.
6 Common ROFR Scenarios with Realtor Scripts
Co-Owner ROFR Triggered — Partner Wants to Buy
Situation: Two friends co-own a rental property. One owner decides to sell their 50% share. Their co-ownership agreement gives the other owner a right of first refusal with a 10-day matching period.
How to handle: Listing agent should present any third-party offer to the seller, then immediately notify the co-owner of the ROFR trigger with a copy of the offer. Track the 10-day period exactly. If co-owner matches, proceed with co-owner as buyer. If co-owner waives, proceed with third party.
Script (to third-party buyer): "I need to let you know that this property is subject to a right of first refusal held by the co-owner. If your offer is accepted, we are required to present it to the co-owner, who has 10 days to match your offer exactly. If they match it, they purchase the property instead of you. If they decline, the sale proceeds with you. Would you like to proceed knowing that your offer may be matched?"
ROFR Not Disclosed — Buyer Only Learns After Offer Accepted
Situation: Listing agent didn't know (or didn't ask) about a ROFR held by the neighbour. Buyer's offer is accepted. Seller mentions the ROFR to their lawyer at conveyancing. Neighbour exercises the ROFR and takes the property.
Issue: The buyer has potentially wasted money on home inspection, legal fees, and planning. The listing agent may face a claim from the buyer for failure to disclose a material fact. The buyer may also have a claim against the seller.
Prevention script (at listing appointment): "Before I prepare the listing, I need to ask: is this property subject to any rights of first refusal — from a co-owner, neighbour, tenant, family member, or anyone else? Does anything in your co-ownership agreement, any prior sale agreement, or any neighbour arrangement give someone the right to match offers? I want to make sure we handle this correctly from the start."
ROFR Holder Wants to Match on Different Terms
Situation: Third-party offer is $1.2M with 30-day completion and no conditions. ROFR holder says "I'll match the price but I need 90 days to arrange financing."
Issue: A ROFR requires matching on identical terms. A 90-day completion instead of 30-day is not matching — it's a counter-proposal. The seller may reject this "match" and proceed with the third party, unless the ROFR agreement allows the holder to substitute a financing condition.
Script (to seller): "The ROFR holder has said they'll match the price but want a different completion date. Unless your ROFR agreement specifically allows them to change terms, that's likely not a valid match — it's more of a counter-offer. Your lawyer needs to review the agreement and advise you before we proceed one way or the other. Don't reject or accept anything until you've had that conversation."
Commercial Tenant with ROFR — Landlord Wants to Sell
Situation: Listing agent takes on a commercial building. The long-term retail tenant has a ROFR in their lease. The landlord wants to sell to an investor at $4.5M. The tenant has 15 days to match per the lease.
How to handle: The ROFR must be properly triggered before the sale can proceed. Listing agent should recommend the seller's lawyer handle the formal trigger notice to the tenant. If the tenant matches, they become the buyer. If not, proceed with the investor — but the property is still subject to the existing lease.
Script (to investor buyer): "The commercial lease contains a right of first refusal for the tenant. We need to formally notify the tenant of your offer — they have 15 days to decide whether to match it. I'd recommend your lawyer and their lawyer coordinate this process. If they match, they purchase the building. If they waive, we proceed with your offer. I want to set realistic expectations: there's a real possibility the tenant may exercise this right."
Seller Wants to Give the Property to a Family Member — Does the ROFR Apply?
Situation: Seller wants to transfer their property to their adult child as a gift. A neighbour holds a ROFR from a prior sale agreement. Seller asks if the ROFR applies to a gift.
Answer: It depends on the ROFR agreement's language. Some ROFRs apply to "any transfer," which would include a gift. Others specify they only apply when there is a sale to an arm's-length third party. The agreement must be carefully reviewed — this is a question for a lawyer, not a realtor.
Script: "Whether the ROFR applies to a gift to your child depends on exactly how the ROFR is worded. Some ROFRs apply to all transfers, others only to arm's-length sales. I'd strongly recommend having a lawyer review the ROFR agreement before you proceed with the gift. If the ROFR does apply and you transfer without triggering it, the neighbour could potentially challenge the transfer in court."
Strata with ROFR — Buyer Unaware Until After Offer
Situation: A bare land strata development has a bylaw giving the strata corporation a ROFR on all unit sales. Buyer makes a full-price offer. Only at conveyancing does the buyer's lawyer discover the ROFR.
Resolution path: The listing agent should have caught this in the strata documents review. The strata corporation must be notified and must exercise or waive the ROFR before the sale can complete. Delays from late discovery can push back completion and create stress for all parties. Disclose and trigger early.
Prevention: Always review strata bylaws and minutes as part of listing preparation. Look for any provisions granting the strata corporation or adjacent lot owners any purchase rights. Include ROFR status in the listing data sheet.
10-Point ROFR Checklist for BC Realtors
At listing: Ask the seller directly — does anyone hold a right of first refusal, option to purchase, or pre-emptive right over this property?
Search title for any registered ROFR, right of pre-emption, or option charge
Review strata documents (if applicable) for any ROFR provisions in bylaws or rules
Obtain a copy of the ROFR agreement and read it — note the trigger, matching period, notice requirements, and exemptions
Disclose the existence of the ROFR in the MLS listing and verbally to all prospective buyers before they make an offer
When an offer is received: immediately trigger the ROFR in writing to the holder with a copy of the offer and timestamp the notice
Track the matching period exactly — calendar the deadline and follow up one day before
Obtain written waiver from the ROFR holder if they decline — never proceed on a verbal waiver
Advise the seller not to modify the accepted offer terms materially after the ROFR is waived — re-triggering may be required
When in doubt about ROFR interpretation — refer seller and buyer to their lawyers. ROFR disputes are complex legal matters.
Frequently Asked Questions
Can a ROFR holder use their right to block a sale indefinitely?
No. A ROFR is only triggered by a bona fide third-party offer. If no one makes an offer, the ROFR holder has no right to act. If an offer is made and the holder declines to match, they cannot later claim the ROFR if the seller proceeds with that same offer on the same terms.
What if two different parties each hold a ROFR on the same property?
Priority typically goes to the ROFR holder with the earlier agreement, or the ROFR registered first on title. However, competing ROFRs can create complicated legal situations — recommend the seller get legal advice before listing any property with multiple ROFR holders.
Does a ROFR expire if the property passes through an estate?
It depends on the agreement. Some ROFRs run with the land (bind successor owners) and some are personal (only bind the original grantor). Whether a ROFR survives an estate sale depends on its characterization as a covenant running with the land — a legal question requiring analysis of the specific agreement.
Can a buyer's offer include a condition that the ROFR be waived?
Yes — some buyers include a condition that the ROFR holder provides written waiver within a specified period. This is a sensible risk management tool for buyers who don't want to invest in due diligence only to have the offer matched. The condition period should be long enough for the ROFR process to complete.
Bottom Line for BC Realtors
Rights of first refusal are procedural landmines for realtors who don't handle them correctly. The failure to discover, disclose, or properly trigger a ROFR can expose listing agents to BCFSA discipline and civil liability — and can destroy a transaction that might otherwise have completed smoothly. Ask the question at every listing appointment, search the documents, and when a ROFR exists, follow the process to the letter.
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