If you are a Seller and you receive an offer containing a “First Refusal Clause”, here is what you need to know:
For the Seller, a first refusal offer is a bit nerve racking when you’re selling a home. You may receive an offer that you really like from a buyer, but you don’t fully understand what the First Refusal Clause means to you..
The first refusal buyer must remove all of their other basic conditions (i.e. Financing, Home Inspection, etc.) in order for the seller to grant the first refusal. The realtor® will likely insert a clause requiring the First Refusal Buyer to list their home on MLS® within 24 hours of acceptance of the offer. And today, with so many options available, the Seller may even go as far as to state that the listing must offer the Buyer Agent a selling commission of 2.5%. The reasoning behind this request is that if the seller is willing to give the Buyer the time to sell their home, then the Seller wants assurance that the Buyer is being as aggressive as possible in getting the home sold.
The First Refusal Clause will have a timeframe for the Buyer to sell their home, typically 3-5 weeks and will also have the number of hours that the Buyer will have to remove all of their conditions should you receive a satisfactory second offer. Again, typically 24-48 hours. Usually, if the buyer does not have an offer on their home, they cannot firm up and the home is now sold to the second Buyer.
If the Sellers receive a second offer, it does not have to match the first offer price; it is a new negotiation and those buyers will not know what was previously agreed.
In the same sense, if the second offer is better than the first, the First Buyer does not need to match the second offer.
PROS of the First Refusal Clause for the Seller:
- It shows the market that someone else loves your home.
- The building and septic inspections would be completed and paid for by the buyer, so you would be aware of any shortcomings with the property.
- A first refusal usually commands a selling price that’s closer to list price.
- Your realtor® works hard to have the other property sold. (Your realtor® would first evaluate the likelihood of the back-up selling based on current market conditions and pricing, and advice you of the risks involved.)
- A second offer forces the First Refusal firm up their offer or walk away, but this is after the second buyers have waived all conditions. So as the Seller, the second offer Guarantees that your house is sold!
- During the time that the Buyer has to sell their home, MLS still shows the Sellers property as Active so the public will still have interest.
CONS of First Refusal:
- The Seller cannot secure bridge financing with a First Refusal as the bank considers it a conditional offer.
- Some realtors® shy away from showing first refusals as they are afraid their buyers will fall in love with the property and then not be able to have it if the First Refusal Buyer firms up their offer.
- You have to continue to show the home and market it.
- The back-up property may not sell.
- Some buyers will not want to make an offer, pay for a septic and for a building inspection at a cost of approx. $1,000 and then lose the property. For this reason, sometimes the Seller offers to pay for the second buyer’s inspections should they not be the successful buyers.
- The realtor® sees the first refusal comments on MLS and will advise their buyer accordingly.
If you are faced with a decision regarding a First Refusal Clause, take some time to fully understand the offer and ask questions of your realtor®.

A resident of Ottawa since 1975, Kris has intimate knowledge of the city she has always loved and called home. Pleased to be able to share her knowledge of neighborhoods, history, restaurants, shops and points of interest, she understands the extreme importance, responsibility and integrity of helping to find the right home for the right person.