ROFR Thread Oct to Dec 2020 *PLEASE SEE FIRST POST FOR INSTRUCTIONS & FORMATTING TOOL*

[Jaydee51]

The whole kicking the can down the road and pinning in on estoppel could potentially run up against Disney's requirement that ROFR be reset after four months from when the document was sent to Disney for consideration. I don't see how the title company can justify punting on estoppel prior to the closing date which defines a clear boundary for exercising right of first refusal.

In the case of a closing date being set 110 days from execution of the sales contract (likely within days of transmission), that would a distorted interpretation of the 30-day estoppel extension clause, and essentially create a contract that is open to Disney in perpetuity.

knowing the language is specific to the estoppel, the question is...
Can (or will) the title company request the estoppel before receiving ROFR response, in order to ensure estoppel receipt before the closing date?

 

[DonnerB]

DonnerB---$135-$14882-100-CCV@WL-Dec-0/19, 0/20, 100/21- sent 10/25

 

[Jaydee51]

What I don’t get about the delays on estoppel is that legally Disney must provide estoppel within ten days of request by the owner or the owner’s representative. Are the title companies just not formally requesting estoppel on the owners behalf in exchange for avoiding the $250 fee Disney could charge them for the request and letting Disney take their time with the process?

I just asked this question and hope to get a response. I'm guessing that title companies, in general, don't do this

So this clause is predicated upon delivery of the estoppel document, not the absence of its delivery. As such, receipt of estoppel would require passing of ROFR, which would mean ROFR passed prior to closing.

Closing date still determines the date by which Disney will have exercised ROFR.

Again, as written, this clause is to protect the contract and provide enough time for the sale transfer, not to allow the title company freedom to kick the can down the road forever.

Correct, we are aligned.

Having said that, the context of the discussion was the misconception that brokers become concerned about buyers walking away if ROFR goes past xx days.
The Buyer can only walk away if Estoppel is not received by closing date.
(yes, presumably tied to ROFR and have a entire other set of questions as to whether or not, ROFR and Estoppel request can run in parallel)

 

[Jaydee51]

What I don’t get about the delays on estoppel is that legally Disney must provide estoppel within ten days of request by the owner or the owner’s representative. Are the title companies just not formally requesting estoppel on the owners behalf in exchange for avoiding the $250 fee Disney could charge them for the request and letting Disney take their time with the process?

Apologize for my ignorance, what is the $250 fee contingent on?

 

[Brianstl]

Apologize for my ignorance, what is the $250 fee contingent on?

Florida law allows Disney and other associations to charge up to $250 for a estoppel certificate.

 

[Jaydee51]

Florida law allows Disney and other associations to charge up to $250 for a estoppel certificate.

Disney only charges for certain cases or all?

 

[Paul Stupin]

Have any of us ever heard of a title company issuing closing documents without a contract officially passing ROFR? One single case? If not, seems like the only course of action is to accept the inconvenience and be aware that the resale market is an incredible way to save money, but nowadays, in the middle of a pandemic, the increasing time it takes can be frustrating. That’s just the nature of the beast.

And I really don’t think threatening to walk away is an effective strategy, even if it were possible. The larger resalers and title companies deal in such volume that, honestly, I’m not sure they’d really care. It feels like so many people are complaining and demanding that the time frame shorten, almost as if it’s a constitutional right. Guess what? It isn’t!

 

[Ssplashhmtn]

It feels like so many people are complaining and demanding that the time frame shorten, almost as if it’s a constitutional right. Guess what? It isn’t!

I do not think anyone is referring to the US constitution, but rather the contractual rights of the seller as outlined in the governing docs Disney itself put in place. Yes the seller indeed has those rights. I feel sure Disney has every intention that the closing agents follow those guidelines.

If you are at some point the seller, you will want all parties to adhere to those contractual guidelines.

 

[Paul Stupin]

I do not think anyone is referring to the US constitution, but rather the contractual rights of the seller as outlined in the governing docs Disney itself put in place. Yes the seller indeed has those rights. I feel sure Disney has every intention that the closing agents follow those guidelines.

If you are at some point the seller, you will want all parties to adhere to those contractual guidelines.

Whether you believe so or not, I think these are very unusual times, and whether buyers or sellers want to or not, they’re going to have to be more flexible. Unless, of course, you can give me any instances where complaining has actually sped up ROFR. If not, and said strategy is as we all know ineffective, why keep doing it?

 

[EM Lawrence]

Whether you believe so or not, I think these are very unusual times, and whether buyers or sellers want to or not, they’re going to have to be more flexible. Unless, of course, you can give me any instances where complaining has actually sped up ROFR. If not, and said strategy is as we all know ineffective, why keep doing it?

I was not able to speed up ROFR by complaining, but I did get a very fast closing after ROFR by telling the broker I would walk away. Our contract had a 90 day closing and no wording about extending the contract. I actually would have walked away too. We had a short window of time to access our closing funds, and if we had taken the money out and not closed by a certain time, it would have had negative financial implications for us. I don’t remember exactly, but we closed roughly a week after passing ROFR, maybe 10 days at most. I don’t remember there being any delay at all over estoppel. I assumed it arrived concurrent to the ROFR waiver, because we got our closing documents about two days after we passed ROFR. It only took a week/10 days to close because it took the seller a few days to return everything.

 

[Jaydee51]

Have any of us ever heard of a title company issuing closing documents without a contract officially passing ROFR? One single case? If not, seems like the only course of action is to accept the inconvenience and be aware that the resale market is an incredible way to save money, but nowadays, in the middle of a pandemic, the increasing time it takes can be frustrating. That’s just the nature of the beast.

And I really don’t think threatening to walk away is an effective strategy, even if it were possible. The larger resalers and title companies deal in such volume that, honestly, I’m not sure they’d really care. It feels like so many people are complaining and demanding that the time frame shorten, almost as if it’s a constitutional right. Guess what? It isn’t!

I haven't heard anyone complain, we are discussing factual terms in a legal contract, and learning as we go.

 

[Paul Stupin]

I was not able to speed up ROFR by complaining, but I did get a very fast closing after ROFR by telling the broker I would walk away. Our contract had a 90 day closing and no wording about extending the contract. I actually would have walked away too. We had a short window of time to access our closing funds, and if we had taken the money out and not closed by a certain time, it would have had negative financial implications for us. I don’t remember exactly, but we closed roughly a week after passing ROFR, maybe 10 days at most. I don’t remember there being any delay at all over estoppel. I assumed it arrived concurrent to the ROFR waiver, because we got our closing documents about two days after we passed ROFR. It only took a week/10 days to close because it took the seller a few days to return everything.

I also got faster closing on some Aulani contracts this summer after passing ROFR. My wife and I were heading off to WDW, and I informed the title company that if they didn’t get me the closing docs quickly, I wouldn’t be able to return the signed notarized docs with the funds until we returned in a week and a half. Not a huge deal, but they actually were super nice and efficient and emailed me everything I needed before we left.

I didn’t have any legal ability to walk away or anything, and I certainly wouldn’t have anyway, but you can sometimes accomplish things by being just courteous and respectful.

 

[CP3uhoh]

Have any of us ever heard of a title company issuing closing documents without a contract officially passing ROFR? One single case? If not, seems like the only course of action is to accept the inconvenience and be aware that the resale market is an incredible way to save money, but nowadays, in the middle of a pandemic, the increasing time it takes can be frustrating. That’s just the nature of the beast.

And I really don’t think threatening to walk away is an effective strategy, even if it were possible. The larger resalers and title companies deal in such volume that, honestly, I’m not sure they’d really care. It feels like so many people are complaining and demanding that the time frame shorten, almost as if it’s a constitutional right. Guess what? It isn’t!

Well, I’m threatening to walk away because my price per point ($200) is based on fair market value for a resort that is not going to be open. Even if I eat the deposit, I can turn around and buy Saratoga points for almost half the price and have the same rights for the foreseeable future. Could get Saratoga direct and even get more rights for $35 off the $200. In two years the points will probably be trading around the same price if I have to have the 11 month window. Could buy Riviera direct for $173 with incentives for same points and get access to all future resorts too. The $200 doesn’t make much sense now or am I over thinking it?

 

[Sandisw]

Have any of us ever heard of a title company issuing closing documents without a contract officially passing ROFR? One single case? If not, seems like the only course of action is to accept the inconvenience and be aware that the resale market is an incredible way to save money, but nowadays, in the middle of a pandemic, the increasing time it takes can be frustrating. That’s just the nature of the beast.

And I really don’t think threatening to walk away is an effective strategy, even if it were possible. The larger resalers and title companies deal in such volume that, honestly, I’m not sure they’d really care. It feels like so many people are complaining and demanding that the time frame shorten, almost as if it’s a constitutional right. Guess what? It isn’t!

Given the DIS is a very small sample of resale buyers, no way to know for sure. But i have read here and elsewhere buyers walking when they did not close on time.

The point is that brokers and title companies are giving Disney time given circumstances but that doesn’t mean they shouldn’t ensure laws and rules are applied.

It is good discussion to learn because the more informed buyers and sellers are, maybe we will begin to see some title companies step up after a reasonable time.

 

[Sandisw]

Well, I’m threatening to walk away because my price per point ($200) is based on fair market value for a resort that is not going to be open. Even if I eat the deposit, I can turn around and buy Saratoga points for almost half the price and have the same rights for the foreseeable future. Could get Saratoga direct and even get more rights for $35 off the $200. In two years the points will rob ably be trading around the same price if I have to have the 11 month window. Could buy Riviera direct for $173 with incentives for same points and get access to all future resorts too. The $200 doesn’t make much sense now or am I over thinking it?

VGC isn’t easy at 7 months so if that is important to consider. But, as a fan of RIV, I’d go that route if WDW will comprise more of the trips.

 

[CP3uhoh]

VGC isn’t easy at 7 months so if that is important to consider. But, as a fan of RIV, I’d go that route if WDW will comprise more of the trips.

Oh I know studios are no shot at seven, I feel like you can get a 1 BR during the times we go but I’m thinking I’d rather buy again when we might go

 

[Paul Stupin]

Well, I’m threatening to walk away because my price per point ($200) is based on fair market value for a resort that is not going to be open. Even if I eat the deposit, I can turn around and buy Saratoga points for almost half the price and have the same rights for the foreseeable future. Could get Saratoga direct and even get more rights for $35 off the $200. In two years the points will rob ably be trading around the same price if I have to have the 11 month window. Could buy Riviera direct for $173 with incentives for same points and get access to all future resorts too. The $200 doesn’t make much sense now or am I over thinking it?

VGC isn’t going to be closed forever. I would bet it will reopen sometime in the spring. And it is amazing. Am a huge fan of Riviera as well, but the resale restrictions are for me problematic, and in a few years, when more Riviera owners start selling, the resale price might trend down substantially.

Agree that it depends upon how often you want to go to VGC. Next to impossible to get in at 7 months. And there’s always the stress and frustration of starting the ROFR clock all over again for Saratoga, with a contract I assume you’d use for SAP.

 

[Ssplashhmtn]

I think these are very unusual times, and whether buyers or sellers want to or not, they’re going to have to be more flexible

Why? I don't know that Disney wants the closing agents operating outside of Disney’s contractual guidelines. Disney’s rules (I think) provide that rofr is passed after the closing date, provided Disney is allowed 30 days to review. I don’t see why one would think Disney expects closing agents to operate outside of those rules. I would assume they are happy for the parties to close at that point, unless you’ve heard Disney is stating otherwise.

I do find it odd to advocate for flexibility for the multi-billion corporation over the small individual trying to sell their contract, who is simply trying to follow the rules. It is likely the seller needs the money in these trying times more than Disney. These times are not only unusual for the corporation.

 

[CP3uhoh]

VGC isn’t going to be closed forever. I would bet it will reopen sometime in the spring. And it is amazing. Am a huge fan of Riviera as well, but the resale restrictions are for me problematic, and in a few years, when more Riviera owners start selling, the resale price might trend down substantially.

Agree that it depends upon how often you want to go to VGC. Next to impossible to get in at 7 months. And there’s always the stress and frustration of starting the ROFR clock all over again for Saratoga, with a contract I assume you’d use for SAP.

We’ve stayed there before and now don’t want to stay anywhere else when we go west so it’s basically a way to save $$$ whenever we go there. I think it will probably open in the spring either by a settled law suit or a change in the requirements because even after a vaccine some areas would have difficulty meeting those standards. Without the lawsuit working or a change in”yellow” I’d say it’s 50/50 the parks open next year at all.

 

[Paul Stupin]

Why? I don't know that Disney wants the closing agents operating outside of Disney’s contractual guidelines. Disney’s rules (I think) provide that rofr is passed after the closing date, provided Disney is allowed 30 days to review. I don’t see why one would think Disney expects closing agents to operate outside of those rules. I would assume they are happy for the parties to close at that point, unless you’ve heard Disney is stating otherwise.

I do find it odd to advocate for flexibility for the multi-billion corporation over the small individual trying to sell their contract, who is simply trying to follow the rules. It is likely the seller needs the money in these trying times more than Disney. These times are not only unusual for the corporation.

I’m sorry, I just don’t think Disney is the bad guy here. Of course neither are the buyers and sellers. And I don’t think there is any evidence whatsoever that Disney would be happy for parties to close without contracts officially passing ROFR, since it doesn’t appear to have ever happened.