Right of First Refusal Clauses

Summary

This practice note sets out the special interpretation rules related to a right of first refusal clause, whose purpose is to protect the desire of a joint owner not to be forced into joint ownership with another party against its will. Two specific rules are applied to such clauses: a right of first refusal must be interpreted having regard to its purpose and a right of first refusal must be exercised in good faith and not so as to eviscerate the right given.