## Facts

- In 1977, a developer entity granted a condominium association a contractual right of first refusal to purchase an adjacent parcel if the owner elected to sell.
- The right of first refusal did not apply to specified transfers to related joint-venture members, controlled entities, or certain successors.
- The parcel was used as a parking lot serving a marina owned by the successors to the original grantor.
- About 25 years later, the successor owners sued to quiet title, alleging the association’s right of first refusal was void as violating the common-law rule against perpetuities (RAP).
- The association asserted the right remained valid under Florida law, including Florida’s statutory RAP, Fla. Stat. § 689.225.

## Issues

1. Whether Fla. Stat. § 689.225 retroactively abrogated Florida’s common-law RAP for interests created before the statute’s effective date.
2. Whether the common-law RAP applies to (and can invalidate) a commercial right of first refusal of the type granted to the association.

## Decision

- The Supreme Court of Florida approved the appellate court’s result sustaining the right of first refusal, but on different reasoning.
- The Court held Fla. Stat. § 689.225 does not retroactively abolish the common-law RAP for preexisting property interests.
- The Court held the common-law RAP does not apply to rights of first refusal like the one at issue.
- The Court disapproved contrary authority to the extent it treated rights of first refusal as subject to the common-law RAP.
- The trial court’s judgment voiding the right of first refusal and quieting title for the owners was therefore erroneous.

## Legal Principles

- Florida statutes are presumed to operate prospectively absent clear legislative intent for retroactive application, particularly where retroactivity would alter substantive rights.
- Fla. Stat. § 689.225 does not retroactively displace Florida’s common-law RAP as to interests created before the statute’s effective date.
- A right of first refusal, unlike an option, does not permit the holder to compel a sale; it operates only if the owner chooses to sell and is typically triggered by a third-party offer.
- Because such rights of first refusal do not present the remote-vesting concerns targeted by the common-law RAP, they are not void under the common-law RAP in Florida.

## Conclusion

The Florida Supreme Court upheld a condominium association’s long-term right of first refusal, holding that Florida’s statutory RAP is not retroactive and that the common-law RAP does not invalidate rights of first refusal of this type.


Old Port Cove Holdings, Inc. v. Old Port Cove Condo. Ass’n One, Inc., 986 So. 2d 1279 (Fla. 2008)