You might be wondering…

“Is it enough just to tell the co-owners I’m selling my share?”
“Do I have to show them the entire contract or just the price?”
“What if they refuse – can I then sell to anyone?”

My clients often ask…

“I’m selling a share in land. Do I have to send the co-owners the complete draft contract?”
“Can I set different conditions for the right-holder and for the third party?”

What the law says in a nutshell

• § 2143 Civil Code: The obligation to offer the asset to the right-holder arises upon conclusion of the contract with the third party.

• § 2147 Civil Code: The offer must contain all conditions agreed with the third party, and for immovables it must be in writing.

• § 2148 Civil Code: The right-holder must pay the purchase price within the agreed time, otherwise the right expires.

• § 2149 Civil Code: The right-holder must accept not only the price but also the ancillary conditions, or reimburse their value.

Practical significance of the rule

• Seller: must act fairly – the right-holder must be given the chance to purchase under exactly the same terms, otherwise the offer is defective.

• Right-holder: has assurance they will not be disadvantaged compared to the third party.

• Third party: must accept that their contract is subject to a condition of the right of first refusal (a resolutory condition).

Common mistakes in practice

• Sellers offer the right-holder only the price, not all the conditions (e.g. maturity, ancillary obligations).

• Parties fail to provide the offer in writing for immovables – leaving the offer open to challenge.

• Right-holders do not react in time – their right then expires.

How to proceed correctly

1. Prepare an offer for the right-holder with the full content of the contract (price, maturity, conditions).

2. Always use written form for immovables.

3. The right-holder has the right to purchase on the same terms.

4. If they refuse or do not respond, you may sell to the third party.

Practical examples

• A co-owner sold a share to a third party for CZK 1,000,000 but offered the right-holder only the option to buy “at a price by agreement.” The right-holder sued and the court ruled in his favor – the offer was invalid.

• The seller included an obligation to vacate a warehouse as part of the sale. The right-holder had to accept this obligation too or compensate its value.

Why “omitting details” is dangerous

If you do not inform the right-holder of all the conditions, the contract with the third party may be challenged in court. The right of first refusal is not just about price – it covers the complete package of conditions.

Lawyer’s recommendation

I advise sellers to always consult the content of the offer with a lawyer to avoid breaching their duty. I advise right-holders to carefully monitor deadlines and conditions – missing them means losing the right permanently.

FAQ

Do I have to show the right-holder the entire contract?
Yes, they must know all the conditions, not just the price.

What if the right-holder refuses?
You may then sell to a third party, but only under the terms you offered them.

Can I set different conditions for the right-holder?
No, the terms must be identical to those agreed with the third party.