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RPPTL Real Estate Leasing Committee

[RPPTL LandTen] Right of First Refusal

David Weisman

Wed, Jun 12, 2013 9:22 PM

Learned colleagues:

A lease gives the tenant the right of first refusal to purchase the leasehold property "on the same terms and conditions" that the landlord offers to a third party. The landlord desires to sell the leasehold property as part of a portfolio of properties and not individually. Is the purchase of the portfolio a term and condition that the tenant must abide by or can the tenant force the landlord to carve out the leasehold property for a separate sale?

David Weisman
Board Certified Real Estate Lawyer
Greenspoon Marder, P.A.
Trade Center South, Suite 700
100 West Cypress Creek Road
Ft. Lauderdale, FL 33309
Phone 954-491-1120
Toll Free 888-491-1120
Direct Phone 954-343-6941
Direct Fax 954-343-6942

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The information contained in this transmission may be attorney/client privileged and confidential. It is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have
received this communication in error, please notify us immediately by reply e-mail.

Pursuant to Internal Revenue Service guidance, be advised that any federal tax advice contained in this written or electronic communication, including any attachments or enclosures, is not intended or written to be used and it
cannot be used by any person or entity for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. Federal taxing authority or agency or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

A portion of our practice involves the collection of debt and any information you provide will be used for that purpose if we are attempting to collect a debt from you.

Learned colleagues: A lease gives the tenant the right of first refusal to purchase the leasehold property "on the same terms and conditions" that the landlord offers to a third party. The landlord desires to sell the leasehold property as part of a portfolio of properties and not individually. Is the purchase of the portfolio a term and condition that the tenant must abide by or can the tenant force the landlord to carve out the leasehold property for a separate sale? David Weisman Board Certified Real Estate Lawyer Greenspoon Marder, P.A. Trade Center South, Suite 700 100 West Cypress Creek Road Ft. Lauderdale, FL 33309 Phone 954-491-1120 Toll Free 888-491-1120 Direct Phone 954-343-6941 Direct Fax 954-343-6942 [Description: Email Logo -Resize 30] The information contained in this transmission may be attorney/client privileged and confidential. It is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by reply e-mail. Pursuant to Internal Revenue Service guidance, be advised that any federal tax advice contained in this written or electronic communication, including any attachments or enclosures, is not intended or written to be used and it cannot be used by any person or entity for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. Federal taxing authority or agency or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. A portion of our practice involves the collection of debt and any information you provide will be used for that purpose if we are attempting to collect a debt from you.

Eric.Rapkin (at) akerman.com

Wed, Jun 12, 2013 9:37 PM

V Cardhttp://www.akerman.com/bios/vcard.asp?id=574 | Biohttp://www.akerman.com/bios/bio.asp?id=574 | akerman.comhttp://www.akerman.com/574

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CONFIDENTIALITY NOTE: The information contained in this transmission may be privileged and confidential, and is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this transmission in error, please immediately reply to the sender that you have received this communication in error and then delete it. Thank you.

CIRCULAR 230 NOTICE: To comply with U.S. Treasury Department and IRS regulations, we are required to advise you that, unless expressly stated otherwise, any U.S. federal tax advice contained in this transmittal, is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding penalties under the U.S. Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this e-mail or attachment.
From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of David Weisman
Sent: Wednesday, June 12, 2013 5:23 PM
To: landten@lists.flabarrpptl.org
Subject: [RPPTL LandTen] Right of First Refusal

Learned colleagues:

A lease gives the tenant the right of first refusal to purchase the leasehold property “on the same terms and conditions” that the landlord offers to a third party. The landlord desires to sell the leasehold property as part of a portfolio of properties and not individually. Is the purchase of the portfolio a term and condition that the tenant must abide by or can the tenant force the landlord to carve out the leasehold property for a separate sale?

[Description: Description: Description: Description: Email Logo -Resize 30]

received this communication in error, please notify us immediately by reply e-mail.

cannot be used by any person or entity for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. Federal taxing authority or agency or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

A portion of our practice involves the collection of debt and any information you provide will be used for that purpose if we are attempting to collect a debt from you.

Hi David. Attached are two articles that might help to start out. The first one is not terrific (I wrote it), but has some cites to cases and other articles that might be helpful. The second one is terrific, it's a recent law review article by John Murray with First American (extraordinarily prolific real estate author). Eric D. Rapkin Akerman Senterfitt | 350 East Las Olas Boulevard | Suite 1600 | Fort Lauderdale, FL 33301 Dir: 954.759.8962 | Main: 954.463.2700 | Cell: 305.343.6129 | Fax: 954.847.5350 eric.rapkin@akerman.com V Card<http://www.akerman.com/bios/vcard.asp?id=574> | Bio<http://www.akerman.com/bios/bio.asp?id=574> | akerman.com<http://www.akerman.com/574> [http://www.akerman.com/akermanlogo4.gif] CONFIDENTIALITY NOTE: The information contained in this transmission may be privileged and confidential, and is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this transmission in error, please immediately reply to the sender that you have received this communication in error and then delete it. Thank you. CIRCULAR 230 NOTICE: To comply with U.S. Treasury Department and IRS regulations, we are required to advise you that, unless expressly stated otherwise, any U.S. federal tax advice contained in this transmittal, is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding penalties under the U.S. Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this e-mail or attachment. From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of David Weisman Sent: Wednesday, June 12, 2013 5:23 PM To: landten@lists.flabarrpptl.org Subject: [RPPTL LandTen] Right of First Refusal Learned colleagues: A lease gives the tenant the right of first refusal to purchase the leasehold property “on the same terms and conditions” that the landlord offers to a third party. The landlord desires to sell the leasehold property as part of a portfolio of properties and not individually. Is the purchase of the portfolio a term and condition that the tenant must abide by or can the tenant force the landlord to carve out the leasehold property for a separate sale? David Weisman Board Certified Real Estate Lawyer Greenspoon Marder, P.A. Trade Center South, Suite 700 100 West Cypress Creek Road Ft. Lauderdale, FL 33309 Phone 954-491-1120 Toll Free 888-491-1120 Direct Phone 954-343-6941 Direct Fax 954-343-6942 [Description: Description: Description: Description: Email Logo -Resize 30] The information contained in this transmission may be attorney/client privileged and confidential. It is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by reply e-mail. Pursuant to Internal Revenue Service guidance, be advised that any federal tax advice contained in this written or electronic communication, including any attachments or enclosures, is not intended or written to be used and it cannot be used by any person or entity for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. Federal taxing authority or agency or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. A portion of our practice involves the collection of debt and any information you provide will be used for that purpose if we are attempting to collect a debt from you.