Does my landlord get a right of first refusal to buy my business if it's written into the lease?
Only if that right was actually negotiated into your lease — it's not a standard or implied feature of Ontario commercial leases, and most leases say nothing about the landlord having any right to purchase the business itself. Where a lease does include a right of first refusal, it's typically drafted to apply specifically to a proposed assignment of the lease, or to the sale of the business insofar as it involves the leased premises, giving the landlord an opportunity to step into the buyer's position, or match the deal, before you can proceed with an outside buyer.
The scope of such a clause matters enormously — whether it applies only to the real estate interest (the lease) or reaches further into the business sale itself, what triggers the landlord's right, how much time they have to respond, and what happens if they decline. Poorly worded clauses can create real ambiguity about whether a landlord's right has actually been triggered by your deal.
If your lease includes anything resembling this kind of clause, it needs to be reviewed carefully before you accept an offer from a buyer, since failing to honour it properly could unwind the transaction. A Treadstone business lawyer can determine exactly what the clause requires.
Key takeaways
- A landlord's right of first refusal isn't standard — it only exists if specifically negotiated into the lease.
- Where present, it's usually tied to the lease itself rather than the whole business.
- The clause's exact trigger, timeline, and scope need careful review before you accept a buyer's offer.
- Failing to honour a valid right of first refusal properly can put the whole sale at risk.