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ARTICLE · 02 JULY 2021

Make Me A Right Of Refusal I Can't Refuse

Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
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Hogan Lovells Cadwalader

Hogan Lovells Cadwalader

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The New York State rule against perpetuities is based on the common law rule and provides that "no estate in property shall be valid unless it must vest, if at all, not later than twenty-one years...

United StatesReal Estate and Construction

The New York State rule against perpetuities is based on the common law rule and provides that "no estate in property shall be valid unless it must vest, if at all, not later than twenty-one years after one or more lives in being at the creation of the estate and any period of gestation involved." The purpose of the rule against perpetuities in the real estate context is to prevent any interest in real property from remaining non-transferable for an exceedingly long period of time. For example, if a transferor grants to a transferee a right of first refusal to purchase real property (a "ROFR") – that is, the contractual right to purchase real property after the seller has received an offer to purchase the same from a third party (generally on the same terms as the third-party offer) – and any such ROFR runs to the benefit of the transferee's successors and assigns with no termination date, the same would violate the rule against perpetuities and be void.

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