Also known as:offer for sale · offered for sale · offering for sale · offer to sell
Written by attorneys · grounded in primary & secondary sources — see below
A presentation of property to potential purchasers as available for acquisition in exchange for payment. The presentation triggers rights or obligations in third parties when the terms of any associated preemptive right are reasonable as to price and exercise period.
Sources & Authorities· 5 primary sources
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Cases
Statutes
Uniform Acts
Common Law
Restatements
Study Supplements
How it applies
Common Examples
3
Right of First Refusal Triggered
Ophelia O'Brien conveyed her lakeside cottage to her niece with a recorded provision granting Oceanview Properties a right of first refusal if the cottage was ever offered for sale. Three years later Ophelia listed the cottage with a broker at a market price and gave the company thirty days to match any third-party offer. Oceanview Properties exercised the right within the stated period and closed at the listed price. The preemptive provision did not constitute a restraint on alienation because its price and timing terms were reasonable.
Reasonable Exercise Period Applied
Baker conveyed Blackacre to a buyer subject to a recorded right of first refusal held by Able. Baker later listed the parcel with a broker and notified Able of a third-party offer. Able exercised the right within thirty days and closed within forty-five days. Because the price and timing terms were reasonable the restraint on alienation was valid under the Restatement rule.
Unreasonable Restraint Invalidated
Owner conveyed Greenacre retaining a right of first refusal exercisable only after six months at a below-market price. When Owner later offered the parcel for sale the holder attempted to exercise the right. The court held the price and timing terms unreasonable and therefore treated the provision as an invalid disabling restraint on alienation.
Common questions
Frequently Asked
4
When does a right of first refusal arise upon an offer for sale?+
A right of first refusal arises when the owner makes the property available to third parties for purchase at a stated or negotiated price. The Restatement treats the provision as enforceable if the price and exercise period are reasonable. If those conditions are not met the provision becomes a disabling or promissory restraint subject to invalidation rules.
Supporting sources
Does an intent to pay negate larceny when property is offered for sale?+
When property is offered for sale and the defendant has a specific realistic intent to pay the seller the taking does not constitute larceny. The rule distinguishes such cases from takings of property not offered for sale where intent to pay is irrelevant. The distinction protects ordinary commercial transactions while preserving theft liability for noncommercial takings.
How does an offer for sale affect patent novelty under section 102?+
An offer for sale of the invention before the critical date constitutes a novelty-destroying event under post-AIA section 102(a)(1). The event is one of several enumerated activities that place the invention in the public domain. Courts examine whether the offer was made by the inventor or a third party and whether it satisfies the commercial-sale standard.
Supporting sources
When is a right of first refusal in a servitude reasonable?+
A right of first refusal in a servitude is reasonable when it must be exercised within a stated period such as thirty days and closes within forty-five days or the date specified in the third-party offer. The rule validates the restraint when the time limits protect the legitimate interests of the holder without unduly burdening alienation. Courts apply the same reasonableness test to price and procedural terms.
Supporting sources
ContractsFormation of contracts · Mutual assent (including offer and acceptance, and unilateral, bilateral, and implied-in-fact contracts)UBEFoundational