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

[CP3uhoh]

Just curious, I’ve seen a lot of people rightfully point out about the fact that after 30 days Disney has essentially waived the ROFR, but also that title companies don’t like to close without official notice. I’m curious if anyone has dropped a deal because it took too long to close and if so was the escrow refunded?

 

[Jaydee51]

Just curious, I’ve seen a lot of people rightfully point out about the fact that after 30 days Disney has essentially waived the ROFR, but also that title companies don’t like to close without official notice. I’m curious if anyone has dropped a deal because it took too long to close and if so was the escrow refunded?

I wonder the same

 

[Paul Stupin]

BonesMello---$94-$19475-200-SSR-March-0/20, 200/21, 200/22-seller pays MF '20- sent 10/23/2020

I've been a long time lurker on these boards, decided it was time to give back when we finally took the DVC plunge. We're pretty excited about this deal. Here's hoping it makes it through ROFR!!

Good luck! I assume you were aware that Disney has been taking a whole lot of SSR contracts at this price.

 

[Bing Showei]

Just curious, I’ve seen a lot of people rightfully point out about the fact that after 30 days Disney has essentially waived the ROFR, but also that title companies don’t like to close without official notice. I’m curious if anyone has dropped a deal because it took too long to close and if so was the escrow refunded?

This is a common misunderstanding. Disney has to have at least 30 days to exercise ROFR. They actually have until closing to do so.

So as to avoid crossing the bridge you are asking about, most title companies will set the closing date well beyond the minimum 30 days, with one company presently setting closing at 110 days subsequent to a fully executed contract.

Few people run up against that deadline for ROFR. More often, it will be Seller/Buyer issues that push up against closing dates.

ETA: once the closing date passes without closing, Buyer would be entitled to both pull out of the sale and receive a refund of all monies in escrow. More often, parties will agree to an extension given how much time has already been put into the effort.

 

[Jaydee51]

This is a common misunderstanding. Disney has to have at least 30 days to exercise ROFR. They actually have until closing to do so.

So as to avoid crossing the bridge you are asking about, most title companies will set the closing date well beyond the minimum 30 days, with one company presently setting closing at 110 days subsequent to a fully executed contract.

Few people run up against that deadline for ROFR. More often, it will be Seller/Buyer issues that push up against closing dates.

ETA: once the closing date passes without closing, Buyer would be entitled to both pull out of the sale and receive a refund of all monies in escrow. More often, parties will agree to an extension given how much time has already been put into the effort.

respectfully disagree. title companies compensate for this by automatically extending contracts to prevent that.

 

[Sandisw]

Just curious, I’ve seen a lot of people rightfully point out about the fact that after 30 days Disney has essentially waived the ROFR, but also that title companies don’t like to close without official notice. I’m curious if anyone has dropped a deal because it took too long to close and if so was the escrow refunded?

Not exactly. They have to be given at least 30 days but have up to closing to waive.

It’s once the closing date has passed they have essentially waived it.

Once that closing date passes, a buyer can withdraw and will get the deposit back.

 

[jbreen2010]

Just curious, I’ve seen a lot of people rightfully point out about the fact that after 30 days Disney has essentially waived the ROFR, but also that title companies don’t like to close without official notice. I’m curious if anyone has dropped a deal because it took too long to close and if so was the escrow refunded?

My closing date is set to Monday 10/26.
It was set at (I think) 75 days out when we submitted on 8/11.
I talked to broker and title - they will not close until disney issues ROFR notice and estoppel even if unofficially waives in some context. Yes, I can technically walk away but I don’t really want to...and was told seller needs to sell so I don’t think they’re going anywhere.

Im still unsure what DVC is doing to be honest - they’ve passed contracts submitted as late as mid-September. I wish they would just pass them in chronological order but it appears they are not. I am sure seller is ready for their cash & I am ready to become a first time DVC owner.

Title co and broker (both large companies) both can’t seem to get any info out of DVC as to the hold up and nobody will move forward with out something from them.

 

[Bing Showei]

respectfully disagree. title companies compensate for this by automatically extending contracts to prevent that.

Perhaps you can share language in the contract that affords the closing company an indefinite, open closing.

In the six resale contracts I have signed with four different companies, I have never seen such provisions nor surrendered such rights as a buyer. It would be good to know which companies to avoid.

 

[Brett Wyman]

This is a common misunderstanding. Disney has to have at least 30 days to exercise ROFR. They actually have until closing to do so.

So as to avoid crossing the bridge you are asking about, most title companies will set the closing date well beyond the minimum 30 days, with one company presently setting closing at 110 days subsequent to a fully executed contract.

Few people run up against that deadline for ROFR. More often, it will be Seller/Buyer issues that push up against closing dates.

ETA: once the closing date passes without closing, Buyer would be entitled to both pull out of the sale and receive a refund of all monies in escrow. More often, parties will agree to an extension given how much time has already been put into the effort.

It's odd our TC, Mason, does not explicitly state in the contract what happens if Disney simply refuses to respond to a ROFR. I will reach out to them tomorrow to see how they proceed if this happens. We submitted on 10-16. They extend the closing if the estoppel doesn't arrive within 30 days of the final date. But nowhere does it state what happens if Disney simply never replies.

Unless "If this contract is not executed by" is intended to cover that as well.

2. All fully executed and correctly completed documents with necessary funds to close this contract shall be delivered to MASON TITLE AND
ESCROW COMPANY on or before JANUARY 4, 2021. Should the estoppel certificate be delivered to the title company less than 30 days prior to
this date, then deadline shall be extended by 30 days from the title company receipt of estoppel certificate. If this contract is not executed by
SELLER by ____________ (if blank, within 7 days) upon presentation, or if Disney repurchases the contract, the deposit shall be refunded to the
BUYER. BUYER to overnight escrow money and contract to MASON TITLE AND ESCROW COMPANY by __________ (if blank, within 7 days),
or contract is null and void.

 

[Ssplashhmtn]

I talked to broker and title - they will not close until disney issues ROFR notice and estoppel even if unofficially waives in some context.

If anyone knows....Can the title company ”start the clock” on the estoppel process by requesting estoppel roughly at the same time as the broker submits the ROFR request? (And do they do this?)

If so, estoppel should be received back fairly early in the process, and I would expect the buyer/seller should be able to close on the contracted closing date. On that date, Disney has waived, presuming of course it is 30+ days after the rofr submission.

 

[Grumpy Mouse]

My closing date is set to Monday 10/26.
It was set at (I think) 75 days out when we submitted on 8/11.
I talked to broker and title - they will not close until disney issues ROFR notice and estoppel even if unofficially waives in some context. Yes, I can technically walk away but I don’t really want to...and was told seller needs to sell so I don’t think they’re going anywhere.

Im still unsure what DVC is doing to be honest - they’ve passed contracts submitted as late as mid-September. I wish they would just pass them in chronological order but it appears they are not. I am sure seller is ready for their cash & I am ready to become a first time DVC owner.

Title co and broker (both large companies) both can’t seem to get any info out of DVC as to the hold up and nobody will move forward with out something from them.

"was told the seller needs to sell..."

Have you considered the possibility that DVC has identified an issue with selling this contract? Maybe the seller has loans against the timeshare; or doesn't have clear title - something that would significantly encumber their ability to sell?

It just seems that at 75 days you can no longer consider this just "bad luck" getting thru the ROFR process - and have to consider the possibility that's there's some deeper issue with THIS contract.

I'd be asking A LOT of questions.

 

[Bing Showei]

It's odd our TC, Mason, does not explicitly state in the contract what happens if Disney simply refuses to respond to a ROFR. I will reach out to them tomorrow to see how they proceed if this happens. We submitted on 10-16. They extend the closing if the estoppel doesn't arrive within 30 days of the final date. But nowhere does it state what happens if Disney simply never replies.

Unless "If this contract is not executed by" is intended to cover that as well.

2. All fully executed and correctly completed documents with necessary funds to close this contract shall be delivered to MASON TITLE AND
ESCROW COMPANY on or before JANUARY 4, 2021. Should the estoppel certificate be delivered to the title company less than 30 days prior to
this date, then deadline shall be extended by 30 days from the title company receipt of estoppel certificate. If this contract is not executed by
SELLER by ____________ (if blank, within 7 days) upon presentation, or if Disney repurchases the contract, the deposit shall be refunded to the
BUYER. BUYER to overnight escrow money and contract to MASON TITLE AND ESCROW COMPANY by __________ (if blank, within 7 days),
or contract is null and void.

This provision is there to protect the contract. Estoppel will normally be requested subsequent to, or concurrently with ROFR. Any challenges faced with estoppel will be indicative of a waived right of first refusal.

The ROFR clause in the Declaration of Condominium is explicit:

14.1.2.3 If DVD fails to notify the Owner or Contenant of its election to exercise its right of first refusal prior to the proposed transfer date, then the Owner or Conenant may proceed to complete the transfer with such bona fide third partyon terms or conditions substantially similar to terms or conditions that were offered to DVD in the notice, including at a price not lower than offered to DVD if applicable. Should, however, such a transfer to a third party not be properly consummated within four (4) months after the date the notice is transmitted to DVD, the terms and limitations of this section 14.1.2 shall again be imposed on any transfer by the Owner.*

For a title company to extend the closing despite Disney having waived ROFR, either by supplying notification or failure to providing such notification by the stated closing date, would be a violation of the contract and in direct conflict with the terms laid out by Disney themselves.

The closing date is not a fungible aspect of the contract that title companies can decide unilaterally that they will "extended" because they are afraid of "poking the bear." These are terms set forth by the contract they drafted and that all parties signed.

*From CCV Declaration Rev. 02/03/17

 

[Brett Wyman]

This provision is there to protect the contract. Estoppel will normally be requested subsequent to, or concurrently with ROFR. Any challenges faced with estoppel will be indicative of a waived right of first refusal.

The ROFR clause in the Declaration of Condominium is explicit:

14.1.2.3 If DVD fails to notify the Owner or Contenant of its election to exercise its right of first refusal prior to the proposed transfer date, then the Owner or Conenant may proceed to complete the transfer with such bona fide third partyon terms or conditions substantially similar to terms or conditions that were offered to DVD in the notice, including at a price not lower than offered to DVD if applicable. Should, however, such a transfer to a third party not be properly consummated within four (4) months after the date the notice is transmitted to DVD, the terms and limitations of this section 14.1.2 shall again be imposed on any transfer by the Owner.*

For a title company to extend the closing despite Disney having waived ROFR, either by supplying notification or failure to providing such notification by the stated closing date, would be a violation of the contract and in direct conflict with the terms laid out by Disney themselves.

The closing date is not a fungible aspect of the contract that title companies can decide unilaterally that they will "extended" because they are afraid of "poking the bear." These are terms set forth by the contract they drafted and that all parties signed.

*From CCV Declaration Rev. 02/03/17

Thanks. I reached out to my agent and TC to see what the plans our if we don't hear anything from Disney by 30 days before the closing date(12-04-2020).

 

[Bing Showei]

Thanks. I reached out to my agent and TC to see what the plans our if we don't hear anything from Disney by 30 days before the closing date(12-04-2020).

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.

 

[CP3uhoh]

Reason why I posed the "out" question is that by the end of this week we'll be over 50 days on ROFR on a GCV contract. Since that is going to be closed well into 2021 at this point, not thrilled about paying $200/pt for points that are going to be used other places even more times that we originally thought plus not sure I'm interested in having an interest there when the government can arbitrarily decide if you can operate your business or not. I think they may win the lawsuit and or the guidelines will change as they may not even be achievable even with a vaccine. So something will give at some point, in the interim would love to have our deposit back and move along.

 

[lolcatparty]

Currently 10 days into ROFR. Broker told me "resort notification has been taking 4-5 weeks for transfer". Does this just mean 4-5 weeks for account and points loaded after closing? Thank you.

 

[Sandisw]

Currently 10 days into ROFR. Broker told me "resort notification has been taking 4-5 weeks for transfer". Does this just mean 4-5 weeks for account and points loaded after closing? Thank you.

Just for MA to take the contract and transfer from seller to buyer, after you have closed, and Disney notified deed has been recorded.

Points are loaded by MS and can be anyway from 3 days to 2 weeks right now.

 

[Jaydee51]

Perhaps you can share language in the contract that affords the closing company an indefinite, open closing.

In the six resale contracts I have signed with four different companies, I have never seen such provisions nor surrendered such rights as a buyer. It would be good to know which companies to avoid.

sure, here it goes:

1. this contract is subject to approval by Disney Vacation Development, Inc. Review Board
2. All fully executed and correctly completed documents with necessary funds to close this contract shall be delivered to xyz tilte company on or before December 21st, 2020. Should the estoppel certificate be delivered to the title company less than 30 days prior to this date, the deadline shall be extended by 30 days from the title company receipt of estoppel certificate.

Disney can take as long as they want, so long as estoppel is sent by December 21st, the contract is extended another 30 days. (ROFR sent Sept 21)

Apologize for not including in first reply. The point discussed was that brokers are not concerned with buyers walking away. Brokers have no motivation to follow up with Disney and waste time on a fools errand. Eventually Disney will respond one way or the other and there will be a sale.

Looks like the only way for a buyer to walk away is if estoppel arrives after closing date.

 

[Bing Showei]

2. All fully executed and correctly completed documents with necessary funds to close this contract shall be delivered to xyz tilte company on or before December 21st, 2020. Should the estoppel certificate be delivered to the title company less than 30 days prior to this date, the deadline shall be extended by 30 days from the title company receipt of estoppel certificate.

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.

 

[Brianstl]

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.

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?