contract question

[mushu90]

first post - sorry if this is in the wrong spot. my spouse and i executed a resale contract for ssr on approx feb 24. although we have been in communication with agent and they assure us that disney goofed on reviewing our contract, we have become increasingly concerned. as of the time of this writing, we still have not heard back re: rofr on our offer.

the contract provides "this contract shall be closed on or before 4/14/06, unless extended by other provisions of this contract." it does not appear possible that we will be closed by that date. has anyone encountered this problem or have any experience re: how this provision will be interpreted? would i get my deposit back if not closed? any feedback would be appreciated. thanks.

 

[Doctor P]

My understanding is that the ROFR clause is a negative one. That is, they have to notify you within 30 days of presentation of the offer to Disney that they are exercising ROFR. If they don't notify, you pass by default. I would check with your agent.

 

[dvc-NE]

You would be entitled to your deposit back. Aslo, I would say the odds right now of passing ROFR on an SSR contract are excellent, I would not be worried.

 

[T.E. Yeary]

If your contract is through The Timeshare Store I need to know about it so I can find out what's going on.

Tom

 

[mushu90]

tom - the contract is through the timeshare store. 100 pt ssr.

 

[Dean]

My understanding is that the ROFR clause is a negative one. That is, they have to notify you within 30 days of presentation of the offer to Disney that they are exercising ROFR. If they don't notify, you pass by default. I would check with your agent.

Technically that is true though I don't know of anyone closing in this manner. Actually the way the rules read is you would set a closing date at least 30 days ahead and notify DVC. It's not a simple 30 days and their done the way I read it. Since DVC notifies the seller, I'd be concerned they exercised ROFR just didn't communicate the info.

 

[JimMIA]

My understanding is that the ROFR clause is a negative one. That is, they have to notify you within 30 days of presentation of the offer to Disney that they are exercising ROFR. If they don't notify, you pass by default. I would check with your agent.

I have heard this too, but it seems to me I heard this was false. I thought 30 days was a target they shoot for, but not a binding date. I believe there have been numerous ROFR decisions -- both ways -- which have taken more than 30 days. I'd like to hear Tom's feedback on this particular question.

Also, I'm with Dean. I'd double-check, suspecting that they've ROFR'd and the word did not get communicated well. I'm sure Tom will look into it for you promptly.

 

[Doctor P]

I have heard this too, but it seems to me I heard this was false. I thought 30 days was a target they shoot for, but not a binding date. I believe there have been numerous ROFR decisions -- both ways -- which have taken more than 30 days. I'd like to hear Tom's feedback on this particular question.

Also, I'm with Dean. I'd double-check, suspecting that they've ROFR'd and the word did not get communicated well. I'm sure Tom will look into it for you promptly.

The legal language in the POS (which I just confirmed) is that you have to give them 30 days to buy on the same terms as your offer.

 

[Doctor P]

Hmmmm....the language seems to vary from POS to POS, and the language in the purchase agreement is even different from the language in the POS. Dean's interpretation is consistent with at least one of the purchase agreements we signed.

 

[Dean]

The legal language in the POS (which I just confirmed) is that you have to give them 30 days to buy on the same terms as your offer.

The POS info I've looked at before simply says you need to submit it at least 30 days before the closing date. No mention of any other requirements.

 

[Doctor P]

The POS info I've looked at before simply says you need to submit it at least 30 days before the closing date. No mention of any other requirements.

Here is the language from ONE of the POS's I have: "While you are not prohibited from selling your Ownership interest on your own terms, you are only permitted to sell your Ownership interest in a single transaction. In addition, you must give DVD the right (for a 30 day period) to purchase your Ownership Interest on the same terms and conditions which are offered to you by a prospective third-party purchaser in the event you receive an offer which you find acceptable." This particular POS is dated as the August 2002 revision. As I have said, the language in other POS's I have varies on this point, as do some of the purchase contracts (which read clearly in the way that you have stated).

 

[mushu90]

i wanted to thank each of you for your input. as it turns out, a clerical error caused this snafu. my contract passed rofr on 4/5/07. obviously, we cannot close by the contract date, but we can live with that problem.
thanks again.

 

[Doctor P]

That's great news. Glad it was just a clerical snafu.

 

[Dean]

Here is the language from ONE of the POS's I have: "While you are not prohibited from selling your Ownership interest on your own terms, you are only permitted to sell your Ownership interest in a single transaction. In addition, you must give DVD the right (for a 30 day period) to purchase your Ownership Interest on the same terms and conditions which are offered to you by a prospective third-party purchaser in the event you receive an offer which you find acceptable." This particular POS is dated as the August 2002 revision. As I have said, the language in other POS's I have varies on this point, as do some of the purchase contracts (which read clearly in the way that you have stated).

Here is the info from the 3/03 OKW POS.

...must notify DVD in writing no less than 30 days in advance of the proposed closing date...

It goes on to say that if DVD does not notify the seller in writing they they are exercising ROFR, the seller can go ahead and close. The POS for BWV on 12/01 has the same wording as OKW I posted above. Both article XIII, 13.1 for each POS. I believe they are saying the same thing but with the one I quoted being somewhat more specific.