Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 16 FEBRUARY 2015

Limiting Rights Of First Refusal Not An Easy Business

McMillan LLP
McMillan LLP
Contributor
McMillan LLP

McMillan LLP

The firm : McMillan LLP is one of Canada’s leading national law firms with offices in Montreal,...

View firm profile
Explore more from McMillan LLP

The decision sends a clear message to the landlord community that courts will go to great lengths to give effect to a tenant's right of first refusal.

CanadaReal Estate and Construction
McMillan LLP
McMillan LLP
Author LinkedIn connections

The recent decision of the Ontario Court of Appeal in 1440825 Ontario Inc. v Lenco Investment Ltd.1 sends a clear message to the landlord community (and perhaps more broadly) that courts will go to great lengths to give effect to a tenant's right of first refusal ("ROFR"), even where the lease contains language purporting to limit such ROFR. In particular, this judicial inclination will be more pronounced where facts suggest an absence of good faith on the part of the landlord in its dealings with the tenant.

Facts in Lenco

The landlord and tenant entered into a lease on February 7, 2013 that contained a ROFR in favour of the tenant to purchase the leased property. The ROFR obligated the landlord to notify the tenant in the event the landlord received a third party offer to purchase the property. The tenant was allowed 30 business days from receipt of the purchase offer to elect whether it wants to match the third party offer and purchase the property.

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

Could The Old Ontario Construction Lien Act Still Apply To Your Project? The Court Of Appeal Weighs In

A 2026 Ontario Court of Appeal decision reveals that construction contracts signed years after legislative reforms may still be governed by the old Construction Lien Act if the procurement process began before July 1, 2018. The ruling demonstrates how early project proposals and negotiations can determine which statutory regime applies, regardless of when the final contract was executed or where the project was ultimately built.
CanadaReal Estate and Construction
Miller Thomson
Miller Thomson
Article

Here’s The Drill: Introducing The New CCDC 32 – 2026 Progressive Design-Build Contract

CCDC 32 introduces a progressive design-build framework that allows owners and design-builders to collaboratively develop project scope, budget, and schedule before committing to a final price. Through a two-phase structure with project gates and off-ramp provisions, this standardized contract addresses complex construction projects where requirements cannot be fully defined at the outset. How does this collaborative approach balance flexibility with cost certainty while reshaping traditional roles in const
CanadaReal Estate and Construction
WeirFoulds LLP
WeirFoulds LLP
Article

Powering Up: Grid Access, Strategic Screening And Canada’s Emerging Data Centre Regimes

Canada is rapidly becoming a key destination for data centre investment, fueled by artificial intelligence and cloud computing growth. However, this expansion places unprecedented demands on electricity grids, water resources, and local communities. As federal and provincial governments introduce new frameworks to manage these resource challenges, developers and investors must navigate an increasingly complex landscape where power strategy...
CanadaEnergy and Natural Resources
McMillan LLP
McMillan LLP
Article

Cleared For Investment: Canada Opens The Door To Private Capital At Its Largest Airports

Prime Minister Mark Carney has announced plans to seek private investment through long-term concessions to operate Canada's four largest airports: Toronto Pearson, Vancouver, Montréal-Trudeau and Calgary. While the government would retain ownership of underlying land and assets, this represents a fundamental shift from the current not-for-profit airport authority model that has governed these facilities since the 1990s.
CanadaTransport
McMillan LLP
McMillan LLP
Article

Building Momentum: Canada Advances Major Projects Under The Building Canada Act

The federal government has published notices proposing to add the Mackenzie Valley Highway and Roberts Bank Terminal 2 to Schedule 1 of the Building Canada Act as projects of national interest. These potential listings, following a similar notice for the West Coast Oil Pipeline, provide the first practical indications of how the government may use the Act to advance major infrastructure projects through streamlined federal approvals while maintaining Indigenous consultation and environmental assessment requ
CanadaGovernment, Public Sector
McMillan LLP
McMillan LLP
Article

Changes To Fisheries Act Authorizations Regulations Streamline Application Process

On October 15, 2026, amendments to Canada's Fisheries Act Authorizations Regulations will streamline the application process for projects affecting fish and fish habitat. How will the new risk-based approach to offsetting requirements, deferred financial guarantees, and expanded ministerial powers reshape regulatory compliance for proponents navigating federal environmental approvals?
CanadaEnvironment
McMillan LLP
McMillan LLP
Article

Speculation Or Security: Canada’s Evolving Regulatory Framework For Prediction Markets

Canadian securities regulators have established a limited framework for prediction markets, restricting which event contracts can be offered to investors and under what conditions. While certain economic and financial forecasts may be traded through authorized dealers, contracts based on political events, sports, or entertainment remain prohibited, and compliance with securities law does not resolve potential exposure under criminal gambling provisions.
CanadaFinance and Banking
McMillan LLP
McMillan LLP
Article

New Performance Standards For Button/Coin Batteries And Products Containing Them Now In Effect In Canada

Health Canada has introduced mandatory performance standards for consumer products containing button/coin batteries, requiring immediate compliance from manufacturers, importers, advertisers, and sellers. Companies must now certify that their products, packaging, and labelling meet specified safety criteria or equivalent standards to mitigate ingestion hazards. This regulatory update offers a more flexible, outcomes-based approach compared to the prescriptive requirements of Reese's Law in the United States
CanadaConsumer Protection
McMillan LLP
McMillan LLP
Article

Canada’s Productivity Mega Deduction: Big Name, Big Opportunities For Business Aviation

Canada's proposed Productivity Mega Deduction would allow businesses to immediately write off the full cost of newly acquired capital assets, including aircraft and flight simulators, rather than spreading deductions over multiple years. This permanent change to the capital cost allowance regime could significantly benefit the business aviation industry, though taxpayers must carefully consider timing, income requirements, and documentation to maximize the deduction's value.
CanadaTax
McMillan LLP
McMillan LLP