Which of the following statements is true regarding remedies for a right of first refusal in a commercial lease under a modern property doctrine?

• A. ROFRs are always invalid and unenforceable in a commercial context.
• B. ROFRs may be enforceable by injunction if reasonable, but not as a passive encumbrance.
• C. ROFRs run with the land and bind successors automatically regardless of notice.
• D. ROFRs have no effect on title and cannot be enforced.

Answer: (B)

A right of first refusal in a commercial lease is treated as a real property right that protects the holder’s opportunity to match a proposed transfer. Under a modern property approach, the remedy to enforce that right isn’t simply a passive note on title; it often takes the form of equitable relief to preserve the holder’s opportunity. If the landlord proceeds with a transfer or lease in a way that would bypass the ROFR, the holder can seek an injunction to stop the action and compel compliance, as long as the ROFR terms are reasonable. This reflects the idea that the ROFR is an active duty on the landowner to offer the opportunity to the holder before proceeding with a transfer.

The reasonableness requirement matters because a ROFR must be defined in terms that are not overbroad or indefinite; courts will enforce it if its scope, duration, and conditions are sensible. While ROFRs can run with the land and be binding on successors, that binding effect typically depends on proper creation and notice, not automatic enforcement without regard to notice. And ROFRs do have practical consequences on title and enforceable rights; they are not simply inert nuisances that cannot be enforced.