Cases

The possibility of extending the right of first refusal in the event of gratuitous activities

In accordance with the provisions of the Civil Code reservation of the right of first refusal raises the entitlement to priority purchase in case the obliged will enter into a purchase agreement with a third party. A right of first refusal is therefore closely linked to the purchase contract.

In one of the cases conducted by the law firm an issue appeared concerning possibility of extending the right of first refusal in the event of gratuitous activities.

Due to the Supreme Court standpoint (judgment of 16th February 1996, ref. act III CZP 10/96) the right of first refusal should be treated as an exceptional privilege. The interpretation rules governing the right of first refusal orders to combine them exclusively with the purchase contract. As a consequence, it is not permissible to contractually extent the right of first refusal in the event that the buyer donate an asset to a third party.

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