What are common terms for Right of First Refusal

Question

So I am in an incredibly unique situation where the seller doesn't want to sell after being under contract for several weeks. I do not want to force them to sell if they truly wish to stay in their home. However, the only indication I've gotten is that they are upset with the price and feel they can get a better deal. For context, they have been trying to sell this property for nearly a year. I'm very confident they are trying to sell. However, in the off chance there's a human reason they want to stay in their home I want to let them but I also want to protect myself and not be taken advantage of. I want to purchase this house and am prepared to move forward based on the existing contract.

I am meeting with a lawyer on Monday to discuss various documents we need to have ready by closing in case this deal continues to go sideways. I want to discuss drafting up a Right of First Refusal agreement to cloud the title of the property. For those that are familiar with this option, what are some terms you look for or draft up in a Right of First Refusal?

Has anyone made Right of First Refusal transferable? (meaning, if I don't have the funds when the seller is ready to sell, I can turn around and sell the rights to purchase first to someone else) Would this be done through something like "a person or entity to be named later"?

If given the opportunity to purchase this property in the future, I would like to purchase this property through an LLC, however, the current purchase agreement contract is written in my personal name.

Creative ideas welcome!

(I got really lucky by stumbling across this option by going to a house showing today that has Right of First Refusal by the county. Wasn't even aware this was a thing...)

JD Martin · Answer

I think you should just hold them to the current contract or let them buy you out of the contract. "I changed my mind" isn't a valid legal reason to negate a contract, especially if you're willing and able to complete the deal. Let them buy your signature on a cancellation for some reasonable amount of money for your time & effort, or let them know that you're prepared to have an attorney proceed to force consummation of the contract that they freely signed.

Why would you want to go through the time, cost and effort of putting a new wrinkle on a property you already have under contract?

JD Martin · Answer

The risk you run is in some instance of significant appreciation, not being able to close on it anyway especially if the seller goes to court and raises some issue that allows the court to set aside the agreement - signing under some claimed duress, for example, or unfair loss of value. Courts can and do refuse to enforce contracts they view as unfair or one sided. So you might end up being able to buy but at some higher price. That's why you're really in a spo where a bird in hand is worth potentially well more than two in the bush.

Isaac Passmore · Answer

We have given them the a buyout option and informed them we intend to take legal action if they fail to perform. It has been radio silence. The reasons for adding the right of first refusal is 2-fold.

1) I only want to use legal action as a last resort. It's crazy expensive, time consuming, and extremely high effort.

2) If they have a genuinely human reason for no longer wishing to sell. If it's simply price (which everyone believe it is) then we want to be the buyers. However, in the off chance that the seller truly wants to stay in the house, then fine. I just want the right to purchase the property at this current contract's agreed upon price and terms if they want to sell it sometime in the future.