Language in a resell.

[baileybrad]

What if someone puts language in a resell contract that in case of the DVC exercising their right of first refusal....all broker fees will be paid by Disney? Just curious.

 

[CarolMN]

I am not a lawyer (but I do watch them on TV).

I think that the language in the original purchase from Disney specifies that Disney is entitled to the exact same terms and conditions that the buyer agrees to. So I don't think that it would work to make a statement like that.

If you want Disney to pay the broker's commission, you will have to have an agreement with the buyer that he/she will pay the commission. Haven't heard of many contracts that have the buyer pay the sales commission, but if both parties agree, it is certainly possible.

Not sure why you as the seller would care if Disney buys back under ROFR. You get the same amount of money as you would if Disney didn't buy your contract.

 

[Caskbill]

I doubt that would be legal.

Disney has the same right to purchase the contract under the same conditions as any other buyer has.

 

[RobDoc]

Originally posted by baileybrad
What if someone puts language in a resell contract that in case of the DVC exercising their right of first refusal....all broker fees will be paid by Disney? Just curious.

That would be fine as long as Disney agrees- but you can't put something in the contract and expect them to abide by it unless they have agreed.

In this case, the seller has already agreed to the ROFR clause when the contract was origianally purchased.

In a ROFR, the seller will get exactly the same amount of money whether Disney buys it or it is purchased by the person making the initial offer. All ROFR does is to allow Disney to buy at the same terms as the offered price. Either way- the broker will get the same commission, the seller will get the same amount offered and the buyer will get the same number of points. Only difference is whose name is on the final sale documents.

 

[drusba]

Disney's ROFR allows it to puchase under the same terms that the buyer must follow; adding a clause in the sale contract that would be directly applicable to Disney but not the buyer gets you nowhere as it is not binding on Disney. For example, if you agree to sell to the buyer for $10,000 and put in a clause Disney must pay $11,000 so you can recover a $1,000 commission, it has no effect on the right of first refusal and Disney's right to pay $10,000 because neither the buyer nor Disney ever agreed to pay the additional $1,000. If you could do what you suggest, Disney's ROFR would be meaningless as a seller could just as easily stick in any clause the seller wants to and make it applicable to Disney only such as that Disney must pay 4 times what the buyer agrees to pay.