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First Refusal Agreement Template for Canada

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Key Requirements PROMPT example:

First Refusal Agreement

"I need a First Refusal Agreement for my commercial property in Toronto, granting my current tenant the right to purchase the building before I can sell it to any third party, with the right expiring on December 31, 2025."

Document background
The First Refusal Agreement is a crucial legal instrument in Canadian business and property transactions, designed to protect the interests of parties who wish to secure priority rights in future transactions. This document is commonly used in real estate deals, share transfers, asset sales, and commercial leasing arrangements. It must comply with both federal legislation (such as the Competition Act) and provincial laws, including the Civil Code of Quebec for agreements in that province and common law principles in other provinces. The agreement typically outlines trigger events, notice requirements, exercise procedures, and pricing mechanisms, providing a clear framework for when and how the right can be exercised. It's particularly valuable in situations involving long-term business relationships, family businesses, or strategic partnerships where maintaining control over ownership or occupancy is crucial.
Suggested Sections

1. Parties: Identification of the grantor (party giving the right) and grantee (party receiving the right)

2. Background: Context of the agreement, relationship between parties, and basic premise for the right of first refusal

3. Definitions: Key terms used throughout the agreement, including 'Offer', 'Notice Period', 'Subject Matter', 'Trigger Event'

4. Grant of Right: Clear statement of the right of first refusal being granted and its scope

5. Subject Matter: Detailed description of the property, shares, or assets subject to the right

6. Trigger Events: Specific circumstances that activate the right of first refusal

7. Notice Requirements: Process for notifying the grantee of trigger events and third-party offers

8. Exercise Procedure: Steps and timeframes for exercising the right of first refusal

9. Purchase Price and Payment Terms: How the purchase price will be determined and payment conditions

10. Term and Termination: Duration of the agreement and circumstances for termination

11. General Provisions: Standard clauses including governing law, notices, amendments, and assignment

Optional Sections

1. Valuation Mechanism: Used when the agreement requires specific methods for determining fair market value

2. Right of Inspection: Include when the subject matter requires physical inspection before exercise of rights

3. Confidentiality: Include when sensitive business information will be shared

4. Tag-Along Rights: Include for corporate share transactions to protect minority shareholders

5. Financing Conditions: Include when the grantee may require time to secure financing

6. Registration Rights: Include for real estate transactions where the right should be registered on title

7. Competition Law Compliance: Include when the transaction size could trigger competition law concerns

8. Tax Provisions: Include when there are specific tax implications that need to be addressed

Suggested Schedules

1. Description of Subject Matter: Detailed technical description of property/assets/shares subject to the agreement

2. Form of Notice: Template for notification of trigger events and third-party offers

3. Exercise Notice: Template for exercising the right of first refusal

4. Valuation Procedures: Detailed procedures for determining fair market value if applicable

5. Permitted Encumbrances: List of acceptable encumbrances on the subject matter

6. Required Consents: List of third-party consents required for transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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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Relevant Industries

Real Estate

Commercial Property

Retail

Manufacturing

Technology

Professional Services

Family Business

Agriculture

Mining

Oil & Gas

Healthcare

Hospitality

Financial Services

Construction

Entertainment

Relevant Teams

Legal

Corporate Development

Real Estate

Mergers & Acquisitions

Business Development

Finance

Strategy

Commercial Operations

Property Management

Risk Management

Compliance

Investment

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Real Estate Manager

Property Developer

Business Development Director

Corporate Lawyer

Mergers & Acquisitions Director

Investment Manager

Commercial Property Manager

Business Owner

Franchise Manager

Legal Counsel

Contract Manager

Corporate Secretary

Chief Financial Officer

Industries








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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