Entity-level deals are back. US commercial property investment volume hit $113.7 billion in the second quarter of 2026, up 9% year over year and the third straight quarter of near-double-digit gains, with three take-privates (Veris Residential, ECHO Realty, and Peakstone Realty Trust) doing much of the lifting.[1] When buyers acquire whole companies and whole portfolios, individual buildings inside those portfolios travel with the deal. Some of those buildings have tenants holding a right of first refusal over the exact property being bundled.
A right of first refusal over one property is triggered when that property is sold as part of a larger package. Bundling does not suspend the notice obligation, it does not let the seller assume the tenant could never afford the whole portfolio, and the holder who exercises buys only its own property at a price allocated to it.
A wine bar found out its building had been sold when the sale was already done. The Blind Monk operates a wine and tapas bar on the ground floor of a nine-story West Palm Beach condominium building. Its lease gave it the right to match any offer on its unit before the unit could be sold to anyone else. The unit went to a buyer as part of a bulk sale of 139 condominium and retail units, with no notice to the tenant and no disclosure of terms.[2]
The trial court blamed the tenant for not proving it could buy a property whose price it had never been told. Summary judgment went to the landlord and the buyer on the reasoning that rescission was improper because the bar had not shown it was ready, willing, and able to purchase. Florida’s Fourth District Court of Appeal reversed unanimously. Without disclosed terms, there was nothing for the tenant to be ready and able to pay, so the readiness analysis could not run at all.[2]
The remedy reached the closed transaction. The appellate panel held that the bulk sale “did not preclude either rescission or cancellation of the deed to the bar’s unit, or specific performance of the ROFR,” and remanded for the trial court to determine the price and terms allocable to that single unit and then give the tenant 30 days to exercise. Florida precedent on this point goes back to 1959: a bulk sale does not excuse an owner from offering the burdened property to the holder first.[2]
Canadian courts landed in the same place, with a useful limit. In Alim Holdings Inc. v. Tom Howe Holdings Ltd., the vendor marketed two subdivided parcels as a package, each leased to a different tenant with a matching right. A buyer offered C$10 million for both, with no price split between them. The British Columbia Court of Appeal held that an offer to purchase a property subject to a right of first refusal is still an offer to purchase that property even when other assets ride along, so the right was triggered. It also held the tenant could take only its own parcel, not the second one.[3]
Where sellers have won, the difference was allocation, not bundling. Earlier Canadian decisions split on the mechanics: a matching right was held inapplicable where a vendor sold property plus business assets at one aggregate price with no signed offer in hand, while another court invalidated a notice covering five parcels because the vendor allocated no price to the burdened one. The practical instruction that comes out of all of it, and that Canadian counsel were repeating again this spring, is to write a separate agreement for each burdened property mirroring the head deal, and to accept that the portfolio buyer may not get the whole bundle it thought it was buying.[4]
A right of first refusal behaves like the recapture right a landlord fires when a tenant tries to sublease, read from the other side of the table. Both are dormant options that a transaction wakes up, and both get ignored by the party who wants the transaction to close on its own terms. The difference is that a recapture right is exercised by the party structuring the deal, so it rarely gets missed. A right of first refusal sits with someone who is not in the room.
Knowing which buildings are burdened before the portfolio goes to market#
Acrebase extracts purchase options, rights of first refusal, and rights of first offer across an entire lease portfolio and reports which assets carry them, what the notice mechanics require, and how long the holder has to respond. For a seller assembling a package, that is the difference between pricing the portfolio and pricing the portfolio minus whichever building a tenant decides to take. For a buyer running diligence, the same extraction answers whether the deed being delivered can be unwound a year later by a tenant who never got a notice.
If you are a tenant, treat a change in the building’s ownership as the moment to ask for the allocated price and terms in writing, and do not be argued out of your right on the theory that the deal was too big for you. If you are a landlord or a seller, identify burdened properties before marketing, allocate a defensible price to each one, and send the notice the clause requires, because the alternative is a court setting the price for you after closing.
Footnotes
[1] MSCI Real Capital Analytics Q2 2026 US Capital Trends, summarized in Colliers Knowledge Leader, “MSCI Q2 2026: Entity Deals Lift Volume as Sector Recoveries Diverge” — investment volume of $113.7 billion, up 9% year over year, with take-private transactions involving Veris Residential, ECHO Realty, and Peakstone Realty Trust lifting headline figures. https://knowledge-leader.colliers.com/steig_seaward/msci-q2-2026-entity-deals-lift-volume-as-sector-recoveries-diverge/
[2] The Blind Monk, LLC v. 410 Evernia Street Partners, LLC, Florida Fourth District Court of Appeal — tenant’s commercial condominium unit sold within a 139-unit bulk sale without notice or disclosure of terms; summary judgment for the seller and buyer reversed; case remanded to determine the price and terms allocable to the unit and to give the tenant 30 days to exercise. Discussed in Siegfried Rivera, “Ruling Adds Clarity to Right of First Refusal for CRE Tenants Involving Bulk Sales.” https://www.siegfriedrivera.com/blog/ruling-adds-clarity-to-right-of-first-refusal-for-cre-tenants-involving-bulk-sales/
[3] Alim Holdings Inc. v. Tom Howe Holdings Ltd., 2016 BCCA 84 — two subdivided parcels marketed as a portfolio, C$10 million offer for both with no price allocation, tenant’s matching right held to be triggered but limited to its own parcel.
[4] Bennett Jones, “Rights of First Refusal in Canadian Commercial Real Estate: Navigating Portfolio ROFRs” (March 2026) — reviewing Alim Holdings, Budget Car Rentals Toronto Ltd. v. Petro-Canada (Ontario Court of Appeal, 1989), and Adesa Auctions of Canada Corp. v. Southern Railway of British Columbia (British Columbia Supreme Court, 2001), and recommending separate agreements per burdened property with individualized price allocation. https://www.bennettjones.com/Insights/Blogs/2026/03/Rights-of-First-Refusal-in-Canadian-Commercial-Real-Estate
Acrebase is AI-powered contract intelligence for commercial real estate — clause extraction, risk flagging, and portfolio-wide search, plus tools for maintaining a consistent clause library and negotiation playbook across every deal a team runs. Learn more at acrebase.com, or get in touch about pricing.