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Simple Right Of First Refusal Agreement Template for England and Wales

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Key Requirements PROMPT example:

Simple Right Of First Refusal Agreement

"I need a Simple Right of First Refusal Agreement for my commercial property in Manchester, giving my current tenant first rights to purchase the building if I decide to sell within the next 5 years, starting from January 2025."

Document background
A Simple Right of First Refusal Agreement is commonly used when parties wish to establish preferential rights in future business transactions under English and Welsh law. This document is particularly relevant when a party wants to secure priority access to purchase assets, shares, or property in the future. The agreement outlines specific triggers for the right, notification procedures, response timeframes, and consequences of exercise or non-exercise of the right. It's essential for businesses looking to protect their strategic interests while maintaining flexibility in future transactions.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement

2. Background: Sets out context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Right: Core provision establishing the right of first refusal

5. Notice Requirements: Procedures for notification when right is triggered

6. Exercise of Right: Process and timeframe for exercising the right

7. Term and Termination: Duration of the right and circumstances for termination

Optional Sections

1. Asset Description: Detailed description of asset subject to right (when right applies to specific property or asset)

2. Price Determination: Method for determining purchase price (when price isn't pre-determined)

3. Assignment: Rights to transfer the ROFR to other parties (if assignment rights are relevant)

4. Confidentiality: Provisions protecting sensitive information (when confidential information is involved)

Suggested Schedules

1. Property Description: Detailed description of property if ROFR relates to real estate

2. Notice Forms: Template forms for various notices required under the agreement

3. Pricing Mechanism: Detailed methodology for price determination if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Industries

Law of Property Act 1925: Fundamental legislation governing property law in England and Wales, establishing basic principles for property ownership and transactions

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, relevant for ensuring proper enforcement of ROFR rights

Law of Property (Miscellaneous Provisions) Act 1989: Contains formal requirements for creation of contracts relating to land and property, particularly Section 2 regarding formalities

Land Registration Act 2002: Governs the registration of land ownership and interests in England and Wales, relevant if ROFR relates to real property

Land Charges Act 1972: Regulates the registration of certain land charges and other rights affecting land, important for protecting ROFR interests

Competition Act 1998: Ensures ROFR agreements do not create anti-competitive effects in the market

Enterprise Act 2002: Provides framework for competition law enforcement and market investigations that might affect ROFR agreements

Perpetuities and Accumulations Act 2009: Controls the duration for which future interests in property can be created, affecting the maximum term of ROFR rights

Limitation Act 1980: Sets statutory time limits for bringing legal actions, relevant for enforcement of ROFR rights

Consumer Rights Act 2015: Protects consumer interests if the ROFR agreement involves a consumer party

Consumer Protection from Unfair Trading Regulations 2008: Ensures fair trading practices in consumer contracts, applicable if ROFR involves consumer relationships

Common Law Contract Formation Principles: Fundamental principles including offer, acceptance, consideration, intention to create legal relations, and certainty of terms

Equitable Principles and Remedies: Including specific performance, unconscionability, and other equitable remedies available for enforcement of ROFR rights

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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