The first refusal clause – legal nature and effects

It is a fact that in international commercial contracts, the relationships between the parties are so complex that sometimes, the parties’ agreement include clauses stipulated for regulating the future rapports between one or some of the parties, on one side and a third one – either a legal or a natural person, on the other side.

This practice constitutes the mechanism of preferential rights, among which the most common synonym is the “right of first refusal.”

This mechanism may be referred to under other specific names, as “option of first refusal[1],” “preemptive right,” “preemptive option,” “first option,” and “conditional or contingent right.”

No matter what the given name would be, the first right of refusal is a preferential right who’s exercise depends of the exclusive control of the promising party.

:: Full text: JURIDICE.ro

Veronica JUNGER
Magistrate – Assistant for the Panel of 5 Judges in Criminal Matters of the High Court of Cassation and Justice of Romania

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