DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

WILLIAM CASTELLI,

Appellant,

v.

RENE CASTELLI,

Appellee.

No. 4D14-1687

[March 4, 2015]

Appeal of a non-final order from the Circuit Court for the Seventeenth 

Judicial Circuit, Broward County; Laura M. Watson, Judge; L.T. Case No. 

FMCE12-6148 (42).

John H. Pelzer of Greenspoon Marder, P.A., Fort Lauderdale, for 

appellant.

Robert J. Moraitis and Peter M. Raimondi of Robert J. Moraitis, P.A., 

Fort Lauderdale, for appellee.

FORST, J.

Appellant William Castelli, the husband, appeals a non-final order 

finding him in civil contempt and compelling him to execute a contract to 

sell real property, i.e., the former marital residence previously shared with

Appellee Rene Castelli, the wife from whom Appellant is separated. 

Appellee has conceded that the trial court erred in entering a civil 

contempt order. As to the trial court’s order rejecting Appellant’s attempt 

to exercise a right of first refusal with respect to the purchase of the home, 

we reverse and remand to the trial court to honor and enforce Appellant’s 

exercise.

Background

The parties were involved in proceedings to dissolve their marriage. 

As part of this effort, in November 2013, the trial court entered an agreed 

order to list and sell the former marital residence (“Listing Order”). The 

Listing Order commanded the parties to list the home for sale and attempt 
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to receive the best price. The Listing Order also granted Appellant “a right 

of first refusal for a bona fide offer acceptable to the parties without paying 

a commission as long as Wife is paid all cash for her interest.” 

On April 23, 2014, the parties received an offer from a third party to 

purchase the residence for $600,000. On April 24, 2014, Appellee signed 

the contract and Appellant, through his attorney, e-mailed Appellee, 

through her attorney, notifying her that he was exercising his right of first 

refusal. Appellant’s e-mail stated:

Dear Bob: My client Bill Castelli has decided to exercise his 

right of first refusal in accordance with the courts [sic] 

previous orders. It is my clients [sic] intent to purchase the 

former marital home in accordance with the courts [sic]

previous orders and the parties [sic] contract with Blue 

Horizon Realty. This E-Mail is intended to be formal notice of 

Bill Castelli’s intent to exercise his right of first refusal. Please 

feel free to contact me if you have any questions.

Appellee’s attorney responded thirty-eight minutes later, at 11:21 a.m.,

demanding that Appellant prepare, sign, and deliver a contract matching 

the third party offer, as well as provide proof of his ability to comply with 

the offer, by 1:00 p.m. Appellee further stated that if the contract and 

proof of assets were not completed by 1:00 p.m., she “fully expects and 

demands [Appellant] to likewise execute that offer so we have a completely 

signed contract by 5:00 PM today.” Appellant did not comply with either 

demand, as he did not provide Appellee with a contract matching the offer 

or sign the existing third party offer. 

On April 28, 2014, Appellee filed an emergency motion to compel 

Appellant to execute the third party offer, to hold Appellant in contempt, 

and for sanctions. In her motion, Appellee argued Appellant had 24 hours 

to match the third party contract terms, but failed to do so, and asked the 

court to require Appellant to immediately execute the third party offer. 

Appellee’s motion did not provide an alternative avenue to resolve this 

matter, i.e., the trial court requiring Appellant to satisfy his exercise of 

right of first refusal. 

On May 1, 2014, the trial court found Appellant to be in contempt for 

violating the Listing Order by failing to execute the offer. The trial court 

also found Appellant did not exercise his right of first refusal as required 

by International Christian Fellowship, Inc. v. Vinh on Property, Inc., 954 So. 

2d 1214 (Fla. 4th DCA 2007). The trial court appointed independent 
3

counsel to act as Appellant’s attorney-in-fact to sell the former marital 

home. 

The issue before the court on appeal is whether the trial court erred in 

finding Appellant did not sufficiently exercise his right of first refusal.

Analysis

“A right of first refusal is a right to elect to take specified property at 

the same price and on the same terms and conditions as those contained 

in a good faith offer by a third person if the owner manifests a willingness 

to accept the offer.” Old Port Cove Holdings, Inc. v. Old Port Cove Condo. 

Ass’n One, Inc., 986 So. 2d 1279, 1285 (Fla. 2008) (quoting Pearson v. 

Fulton, 497 So. 2d 898, 900 (Fla. 2d DCA 1986)). “[A] right of first refusal 

ripens into an option and is governed by the law of options when the owner 

of the property in question manifests a willingness to accept a good faith 

offer for the purchase of the property.” Anderson v. Draddy, 458 So. 2d 

803, 804-05 (Fla. 4th DCA 1984). In the instant case, the right of first 

refusal effectively transformed into an option contract when Appellee 

agreed in principle to accept the third party purchaser’s offer, both before 

and after Appellant had invoked his “right of first refusal.” 

Neither party argues that Appellant imposed new conditions by stating 

that his purchase would be “in accordance with the courts [sic] previous 

orders and the parties [sic] contract with Blue Horizon Realty.” In fact, 

Appellee’s answer brief states “the Blue Horizon Contract and Listing 

Order do not contain any essential terms regarding the purchase of the 

subject property.” Instead, Appellee maintains that the above-noted email sent by Appellant’s counsel was deficient because it failed to 

“explicitly” state the “essential terms and conditions of the [third party 

purchaser’s] Contract.” Appellant’s position is that no specific language 

was required to exercise his right of first refusal option beyond a clear 

expression, to the other party, of his intent to exercise the option. After 

he did so, it was Appellee who breached the newly formed contract by 

unilaterally imposing new conditions not found in the Listing Order.

The law is clear that, when the holder of a right of first refusal attempts 

to exercise his right but adds or deletes terms and/or conditions that 

render the offer different than that submitted by the third party 

prospective purchaser, the right of first refusal has not been properly 

exercised. See Int’l Christian Fellowship, Inc., 954 So. 2d at 1216

(explaining that while “[a] right of first refusal exercise need only be 

identical to the offer terms which are essential,” it is not properly exercised 

when the offer was made with different material terms than the agreement 
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between the owner and the third party purchaser) (internal quotations and 

citation omitted); Green v. First Am. Bank & Trust, 511 So. 2d 569, 575 

(Fla. 4th DCA 1987) (holding that an option, derived from a right of first 

refusal, was not properly exercised where the option holder’s offer price 

did not match that of a third party purchaser); Coastal Bay Golf Club, Inc. 

v. Holbein, 231 So. 2d 854, 858 (Fla. 3d DCA 1970) (explaining one offer 

to purchase matches the other if the essential terms of the offer are 

identical). 

Appellant’s e-mail offer did not “explicitly” state that he was point-bypoint matching the third party offer, nor did it note specific details of the 

third party’s offer that were being matched. On the other hand, Appellant’s 

offer did not contain any terms or conditions that differed from the 

essential terms and conditions of the third party purchaser’s offer and the 

e-mail did state that it “is intended to be formal notice of [Appellant’s] 

intent to exercise his right of first refusal.” Since a right of first refusal 

inherently requires the holder of the right to accept the same terms and 

conditions as the third party offer, we hold that Appellant’s e-mail stating 

that he was exercising his right of first refusal implicitly adopted all the 

terms of the third party contract. Any reference to the Blue Horizon 

contract was, as Appellee concedes, meaningless and did not alter the 

terms of the third party contract Appellant sought to match. Therefore, 

Appellant’s e-mail contained sufficient language to properly exercise his 

right of first refusal under the Listing Order.

Rather than require a point-by-point recitation of the material terms of 

the third party contract, it is sufficient that a party simply announce her 

desire to exercise her right of first refusal. In 7-Eleven v. Stin, L.L.C., 961 

So. 2d 977, 981 (Fla. 4th DCA 2007), we stated that “[i]t was not necessary 

for [purchaser] to parrot the terms of the [third party] contract because, 

by invoking the other two documents, [purchaser] was essentially agreeing 

to the terms of the [third party] contract. It is of no import that other nonmaterial terms remained to be negotiated.” Likewise, in this case, the 

Appellant had no need to specifically quote the terms of the third party

offer he was agreeing to match.

This proposition finds support from our sister courts. The Third 

District stated that a party sufficiently exercised its right of first refusal 

merely by sending a letter announcing its intentions to do so, even if the 

letter “had not included the language ‘under the terms of the . . . Purchase 

Agreement.’” Keys Lobster, Inc. v. Ocean Divers, Inc., 468 So. 2d 360, 362

n.2 (Fla. 3d DCA 1985). Likewise, the Second District has held that a right 

of first refusal was properly exercised in a letter that simply stated, “Please 

take notice that we hereby elect to exercise that right of first refusal and 
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hereby demand that you forward any or all executed contracts pursuant 

to that right to the undersigned at this address.” Pearson, 497 So. 2d at 

899-900. While we reaffirm our holding in International Christian 

Fellowship, Inc., that a right of first refusal has not been exercised where 

a party attempts to change terms or conditions so as to render the exercise 

different than the third party contract, we now emphasize that an 

attempted exercise that is silent on the terms of the acceptance clothes 

itself in the language of the third party offer it seeks to match. 

Upon Appellant’s exercise of his right of first refusal, a binding contract 

between Appellant and Appellee was immediately created. The exercise of 

a right of first refusal “cannot properly be construed, consistent with 

general contract principles, as an offer to purchase. Such a construction 

would imply that [Appellee] was free to accept or reject such an ‘offer.’ This 

was clearly not the case.” Keys Lobster, Inc., 468 So. 2d at 362. Appellee’s 

introduction of new terms, not found in the Listing Order, in her reply email was a rejection of Appellant’s right of first refusal and, as such, 

constituted a breach of the newly formed contract. In the face of such a 

breach, Appellant cannot be blamed for failing to draft and sign a contract, 

complete with proof of ability to pay, within an hour and a half. 

Conclusion

In conclusion, Appellant properly exercised his right of first refusal in

his e-mail to Appellee. A party need not recite the terms of the third party 

contract he is agreeing to match when he exercises his right of first refusal; 

rather it is simply enough to announce an intent to match them. 

Sometimes less truly is more. As such, we hereby reverse and remand to 

the trial court to strike Appellant’s contempt order and enforce Appellant’s 

exercise of his right of first refusal. 

Reversed and Remanded.

GERBER and LEVINE, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.