In short: Often only one year. A suit asking a court to force a sale through specific performance of a contract, including a right of first refusal, must be brought within one year under section 95.11. In CK Arthur Godfrey, LLC v. Delancey Properties, a commercial tenant sued years after its building was sold, claiming the seller hid the real deal to get around its right of first refusal. The trial court ruled the equitable claims time-barred and denied an injunction, and the Third District affirmed without an opinion on May 2, 2012.
The Facts
CK Arthur Godfrey, LLC was a tenant in a Miami-Dade commercial building and held a right of first refusal to buy it. The defendants included Delancey Properties, Inc. and Grenald Properties, Inc., and a bank also argued for affirmance. The facts below come from the oral argument, which is the only source available; there is no opinion.
According to the argument, in August 2008 the tenant was sent a contract to buy the property for $6 million and did not exercise its right. The sale closed in November 2008 for about $5.8 million with seller financing. The tenant claimed those were different terms, concealed from it, that it should have been offered. It sued years later; the defense told the court the transaction was completed in 2008 and the suit came in 2011. The trial court dismissed the counts seeking specific performance and title as barred by the one-year statute of limitations and denied a temporary injunction to keep the tenant in place. The tenant appealed both non-final orders, and the two appeals (3D11-3008 and 3D11-3348) were consolidated. The tenant’s lawyer told the court that by the time of argument the tenant had been evicted in a separate county court case. The points below are what the lawyers argued, not findings by the court.
- The tenant argued that the four-year limitations period for fraud should govern, because the specific performance claim was a remedy for a fraud that kept it from exercising its right, and that it was entitled to rely on what it was told about the deal.
- The sellers and buyers argued the one-year period for specific performance applies to real estate transactions precisely so titles can be final, and that a recorded deed showing the price and financing put the tenant on notice.
- They also argued the tenant signed a waiver on the day of closing and never presented evidence on the elements of an injunction.
- The panel repeatedly asked what the tenant’s damages could be, given that the market had fallen since 2008, and whether the tenant really wanted to pay $6 million for the property or simply wanted to stay in its location. It also questioned whether all of the dismissed counts were appealable before final judgment.
The Decision
The Third District affirmed on May 2, 2012, in a per curiam affirmance without a written opinion. The mandate issued June 18, 2012.
A per curiam affirmance decides only this case. It leaves the trial court’s rulings in place, but it does not tell us which argument the court accepted, and it is not a precedent on when a right of first refusal claim accrues.
The Law
Under section 95.11, “an action for specific performance of a contract” must be commenced within one year. That provision is now numbered section 95.11(6)(a); in 2011 it was section 95.11(5)(a). By contrast, a legal or equitable action founded on fraud generally has four years, and an action on a written contract has five.
A right of first refusal gives its holder the chance to match a sale the owner is willing to make to someone else, on the same terms. When the owner sells without honoring it, the holder may ask a court to order the property conveyed (specific performance) or seek money damages. The one-year deadline applies to the first remedy, which is why the timing argument mattered so much here.
An order denying a temporary injunction can be appealed before final judgment under Florida Rule of Appellate Procedure 9.130. Most other orders dismissing some counts while others remain pending cannot, which is why the panel asked about appellate jurisdiction.
Lessons
- If you hold a right of first refusal, read every notice of a proposed sale closely and act quickly. If you think the terms you were shown are not the real deal, investigate right away.
- A suit to force a conveyance generally must be filed within one year. Waiting to see how a claim develops can forfeit the strongest remedy.
- Recorded documents can put you on notice of a sale’s terms, even if you never looked.
- Be ready to explain your damages. A court will ask what you lost if the property sold for less than your right-of-first-refusal price and the market has fallen.
- Signing a waiver at closing can undercut a later claim that you were misled.
Watch the Oral Argument
This is the recording of the actual oral argument, posted on the channel. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
📋 A Right of First Refusal at $6 Million on Property Sold for Less — Where's the Damage?
Go Deeper
- Lease Purchase Option Enforced: Order to Sell Affirmed (Tender Loving Care v. Jesher's)
- A Contract Remedy That Wasn't Exclusive: Specific Performance Survives (Regents Park v. KAI Properties)
- Closing Date Passed, but Was It Extended? Buyer's Case Revived (Stav Software v. Lederman)
Frequently Asked Questions
What is the statute of limitations for specific performance in Florida?
One year. Under section 95.11, an action for specific performance of a contract must be commenced within one year; the provision is now numbered 95.11(6)(a). Claims for money damages on a written contract or for fraud have longer periods.
What can I do if the owner sold the property without honoring my right of first refusal?
You may be able to sue to force a conveyance to you on the same terms, or for damages. The first remedy has a one-year deadline, so act promptly. In CK Arthur Godfrey, a tenant that sued years after the sale lost its bid for title at the trial level, and the appeal was affirmed without an opinion.
Do I have to match the exact terms to exercise a right of first refusal?
Generally, a right of first refusal lets you buy on the same terms the owner is willing to accept from another buyer, so what those terms are matters. The tenant in this case argued it was shown a $6 million deal while the real sale was about $5.8 million with seller financing.
Can I get damages if the property sold for less than my first refusal price?
You must prove a loss. At argument in CK Arthur Godfrey, the panel repeatedly asked what the tenant’s damages could be when the property sold for less than the $6 million price it was offered and the market had since fallen.
Talk to a Florida real estate litigation lawyer
Weidner Law, P.A. handles Florida real estate disputes, title problems and appeals from St. Petersburg. If you need a real estate litigation lawyer, call (727) 954-8752 or email weidner@mattweidnerlaw.com.
Read the law yourself, free: every Florida statute and court rule is on floridarules.net.
This article is general information about Florida law, not legal advice about your situation. Reading it, watching the videos, or contacting the firm does not create an attorney-client relationship. Every case turns on its own facts, and past results do not guarantee a similar outcome. The hiring of a lawyer is an important decision that should not be based solely upon advertisements.
