# Marriott Wants to Buy Back My Cypress Harbour Week that I Sold [ROFR]



## saturn28 (Nov 23, 2010)

I sold a Marriott Cypress Harbour annual Special (Platinum) week for $4000. Today I just received a email from the Marriott Resale Department stating that they want to buy it for that price. 

Since the Resale department is now closed for the Holidays, I have a few questions that I hope a Tugger can answer.

1) Do I have to go ahead with the sale or can I refuse.

2) Do I have to use their closing agent or can I use mine.

3) How long do I have to accept their offer

4) If the buyer wants to increase their offer, can we send in another sales agreement with a higher price.


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## TheTimeTraveler (Nov 23, 2010)

saturn28 said:


> I sold a Marriott Cypress Harbour annual Special (Platinum) week for $4000. Today I just received a email from the Marriott Resale Department stating that they want to buy it for that price.
> 
> Since the Resale department is now closed for the Holidays, I have a few questions that I hope a Tugger can answer.
> 
> ...






Sounds like Marriott exercised their Right of First Refusal.

But, if you were willing to sell it to Mr. Smith or Mr. Jones for $4,000 then why would you care if Marriott matches the price?   I assume both parties knew that Marriott "could" act on the transaction, and you still are unloading the week.

This transaction indicates that Marriott may be acting more aggressively on attractively priced transactions and taking them back.




.


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## saturn28 (Nov 23, 2010)

TheTimeTraveler said:


> Sounds like Marriott exercised their Right of First Refusal.
> 
> But, if you were willing to sell it to Mr. Smith or Mr. Jones for $4,000 then why would you care if Marriott matches the price?   I assume both parties knew that Marriott "could" act on the transaction, and you still are unloading the week.
> 
> ...



Well if they are exercising their right at this price, that means the price they are willing to buy the week back at may be a lot higher. So, if I don't have to accept their offer, I may be better off holding onto the week a bit longer to get a higher price in the future. Maybe this means as you said Marriott is now aggressively buy back weeks, so they can resale them in the Destination Points System.

I would like to know how many of those cheap Platinum weeks selling on Ebay that Marriott is picking up their right to purchase them back. Maybe we have seen the bottom of the Marriott Resale market and prices will start going back up because Marriott is back in the market buying.


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## tombo (Nov 23, 2010)

Whether Marriott has started ROFRing more weeks or not is irrelevant to the resale price. Your week sold for $4000 whether your e-bay buyer ends up owning the week or whether Marriott ends up owning it through ROFR. I think you have to sell the week to marriott for $4000, but even if you don't there is NO guarantee that you will get a $4000 offer or higher next time. The next time you list your week for sale the auction could end at $3000 and  Marriott might ROFR it for $3000 instead. ROFR doesn't change your sale price, it only presents marriott with the opportunity to steal the week from the rightful buyer for a price that has already been agreed upon, not one penny more.


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## saturn28 (Nov 23, 2010)

tombo said:


> Whether Marriott has started ROFRing more weeks or not is irrelevant to the resale price. Your week sold for $4000 whether your e-bay buyer ends up owning the week or whether Marriott ends up owning it through ROFR. I think you have to sell the week to marriott for $4000, but even if you don't there is NO guarantee that you will get a $4000 offer or higher next time. The next time you list your week for sale the auction could end at $3000 and  Marriott might ROFR it for $3000 instead. ROFR doesn't change your sale price, it only presents marriott with the opportunity to steal the week from the rightful buyer for a price that has already been agreed upon, not one penny more.




I didn't use Ebay to sell the week. I listed it on one of the websites where you set the price. It was not an auction. So, I can adjust the price as I wish.


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## tombo (Nov 23, 2010)

How long was your week for sale for $4000 before you found a buyer? Buyers are hard to come by right now at any price, especially now when MF's are coming due. You might not find a buyer at $4500 or $5000 in the next 6 months. In fact you might not find another buyer for your week willing to pay $4000 again if you somehow find a way to cancel this sale. 

If you have to pay $1000 worth of 2011 MF's in January waiting for another buyer you will have to sell your week for $5000 to equal selling it for $4000 now.

It is a gamble. Remember the old saying that one in the hand often beats two in the bush.


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## saturn28 (Nov 23, 2010)

tombo said:


> How long was you week for sale for $4000 before you found a buyer? You might not find a buyer at $4500 or $5000 in the next 6 months. In fact you might not find another buyer for your week willing to pay $4000 again if you somehow find a way to cancel this sale.
> 
> If you have to pay $1000 worth of 2011 MF's in January waiting for another buyer you will have to sell your week for $5000 to equal selling it for $4000 now.
> 
> It is a gamble. Remember the old saying that one in the hand often beats two in the bush.



I listed the week back in May, 2010 for $4995. The 2011 maintenance fees have been paid, and I actually have rented the 2011 week. So, the new owner was going to start usage in 2012. Therefore, I can afford to wait to get a better price. If it doesn't sell then I will either use the week, trade it in for Marriott Reward points, or rent it out again. I had just listed it in the first place to see if I would get any takers at that price. I just don't like the fact of Marriott buying it back at a deep discount.


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## EducatedConsumer (Nov 23, 2010)

saturn28 said:


> I listed the week back in May, 2010 for $4995. The 2011 maintenance fees have been paid, and I actually have rented the 2011 week. So, the new owner was going to start usage in 2012. Therefore, I can afford to wait to get a better price. If it doesn't sell then I will either use the week, trade it in for Marriott Reward points, or rent it out again. I had just listed it in the first place to see if I would get any takers at that price. I just don't like the fact of Marriott buying it back at a deep discount.



If Marriott exercised their Right of First Refusal, that generally follows a juncture at which there was an executed Purchase and Sale AGREEMENT between Buyer and Seller that was presented to Marriott for their (ROFR) consideration.

I trust one of the attorney's who participate on this forum will chime in, but I believe the Buyer in most states has protections against a Seller doing exactly what you describe. Typically, Marriott's ROFR is written into a P&S, leaving only one safe "escape clause" for the Seller.


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## tombo (Nov 23, 2010)

So you listed it for $4995 in May. 7 months later you accept an offer for $4000. I can only assume that was your highest offer in 7 months, so as I said buyers are hard to find.

I strongly dislike ROFR and like you would hate for Marriott to get the week if I was selling it myself. Marriott will not buy a week from you for $1 or $4000. They will not advertise your week for you, and they will not send you an interested buyer. When you finally find a buyer using your own expense, time, and effort Marriott can take the week from the only person who actually offered to buy the week from you. You sit there fgor 7 months with no sale and then when you finally find a buyer (no thanks to Marriott), they decide to steal the week from the buyer. If Marriott would outbid them, make an offer when you had none, or send you a buyer then I would not hold such a grudge. However Marriott sits there watching sales and only stealing the ones that they feel will benefit them with no regard for the seller. 

In spite of my disdain for ROFR, you have a guaranteed $4000 sale, something it took you 7 months to find. If you still own it next year at this time because you refused to let Marriott get the week so cheaply you might feel like you have cut off your nose to spite your face.


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## saturn28 (Nov 23, 2010)

EducatedConsumer said:


> If Marriott exercised their Right of First Refusal, that generally follows a juncture at which there was an executed Purchase and Sale AGREEMENT between Buyer and Seller that was presented to Marriott for their (ROFR) consideration.
> 
> I trust one of the attorney's who participate on this forum will chime in, but I believe the Buyer in most states has protections against a Seller doing exactly what you describe. Typically, Marriott's ROFR is written into a P&S, leaving only one safe "escape clause" for the Seller.




Marriott sent me a sales agreement that they have drawn up, which I don't agree with everything that is in it. For instance I don't want to use their closing company I want to use mine. If I don't I get charged $195 by the closing company that I was using for the sale because they started work on the closing but didn't finish. If I use them for the closing, they will waive that charge.

I don't like the fact that when Marriott sells you a timeshare they make up the sales agreement, which is fine with me. However, they are now making up the sales agreement when I am the seller. I should be the one setting the terms and if they don't like it they don't have to purchase the week back.


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## EducatedConsumer (Nov 23, 2010)

saturn28 said:


> Marriott sent me a sales agreement that they have drawn up, which I don't agree with everything that is in it. For instance I don't want to use their closing company I want to use mine. If I don't I get charged $195 by the closing company that I was using for the sale because they started work on the closing but didn't finish. If I use them for the closing, they will waive that charge.
> 
> I don't like the fact that when Marriott sells you a timeshare they make up the sales agreement, which is fine with me. However, they are now making up the sales agreement when I am the seller. I should be the one setting the terms and if they don't like it they don't have to purchase the week back.



I suggest you read your condo documents, which contain the terms and (Marriott's) rights that you agreed to when you purchased the timeshare.


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## siesta (Nov 23, 2010)

Marriott has exercised their right, and now you must sell it to them for the presented sales price.  You could have fudged the sales agreement with a higher number, but you didn't. so just be happy you got the $4k you were asking for from a buyer that won't flake.


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## saturn28 (Nov 23, 2010)

siesta said:


> Marriott has exercised their right, and *now you must sell *it to them for the presented sales price.  You could have fudged the sales agreement with a higher number, but you didn't. so just be happy you got the $4k you were asking for from a buyer that won't flake.



I don't have to do anything I don't want. If I decide I am not selling to Marriott, I won't. I just don't sign and return the papers they sent, and that is the end of it.


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## sjuhawk_jd (Nov 23, 2010)

saturn28 said:


> Marriott sent me a sales agreement that they have drawn up, which I don't agree with everything that is in it. For instance I don't want to use their closing company I want to use mine. If I don't I get charged $195 by the closing company that I was using for the sale because they started work on the closing but didn't finish. If I use them for the closing, they will waive that charge.
> 
> I don't like the fact that when Marriott sells you a timeshare they make up the sales agreement, which is fine with me. However, they are now making up the sales agreement when I am the seller. I should be the one setting the terms and if they don't like it they don't have to purchase the week back.



Do not be greedy and sell the timeshare to Marriott for $4K. $4K will buy you lot of good weeks on ebay if you want good marriott weeks. It is clear that you do not want this, so unload. Timeshare is never an appreciating asset, you will only do worse than this. 2 bedrooms, plat, Marriott Legends Edge have sold for $51 on ebay recently.


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## saturn28 (Nov 23, 2010)

sjuhawk_jd said:


> Do not be greedy and sell the timeshare to Marriott for $4K. $4K will buy you lot of good weeks on ebay if you want good marriott weeks. It is clear that you do not want this, so unload. Timeshare is never an appreciating asset, you will only do worse than this. 2 bedrooms, plat, Marriott Legends Edge have sold for $51 on ebay recently.



Yes, I was the one who bought that week I can't wait to see if that week gets waived or bought back. The seller told me they haven't had a week bought back from Marriott in years. However, in recent weeks I have had one purchase and one sale that Marriott has excercise their right.


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## l2trade (Nov 23, 2010)

I wonder how Marriott ROFR would work if the purchase agreement was written as a cash plus trade of a non-Marriott timeshare?  Or, maybe offer cash plus a couple of specific vacation rental weeks.  I think that would be one way to dissuade Marriott from exercising ROFR on a really low purchase price.  If I want to sell my buddy a cheap timeshare, I don't like the idea of ROFR preventing that.  Alternatively, if I sold the timeshare to my buddy combined with $1 timeshares, would Marriott want to be stuck with those junk deeds too?   I know it is too late on this example and I'm sure I'm missing the fine print of ROFR rules on this idea, but it is funny to me to imagine the scenarios.  

That said, since the OP is willing to sell at the $4,000 to a stranger, you might as well accept the ROFR from Marriott and be done with it.


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## EducatedConsumer (Nov 23, 2010)

l2trade said:


> I wonder how Marriott ROFR would work if the purchase agreement was written as a cash plus trade of a non-Marriott timeshare?  Or, maybe offer cash plus a couple of specific vacation rental weeks.  I think that would be one way to dissuade Marriott from exercising ROFR on a really low purchase price.  If I want to sell my buddy a cheap timeshare, I don't like the idea of ROFR preventing that.  Alternatively, if I sold the timeshare to my buddy combined with $1 timeshares, would Marriott want to be stuck with those junk deeds too?   I know it is too late on this example and I'm sure I'm missing the fine print of ROFR rules on this idea, but it is funny to me to imagine the scenarios.
> 
> That said, since the OP is willing to sell at the $4,000 to a stranger, you might as well accept the ROFR from Marriott and be done with it.



What's that saying, something to the effect of "where there's smoke, there's fire."


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## BocaBoy (Nov 24, 2010)

ROFR is common in a lot of residential condominiums as well as timeshares.  Although I also do not like the provision, I do not agree that Marriott is "stealing" it.  They are simply exercising one of their contractual rights.  OP, if you were the one exercising your contractual rights and Marriott tried to avoid their obligations to you, how would you react to that?  If you just refuse to sell to Marriott, they would have a perfect right to take you to court and force you to sell.  It is called specific performance.  And the process would cost you a lot of money.  The only reason I can think of that would make you this upset is if your motive was to give a sweetheart deal to a friend, but that does not appear to be the case because you are actually getting over 80% of your listing price.


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## EducatedConsumer (Nov 24, 2010)

BocaBoy said:


> ROFR is common in a lot of residential condominiums as well as timeshares.  Although I also do not like the provision, I do not agree that Marriott is "stealing" it.  They are simply exercising one of their contractual rights.  OP, if you were the one exercising your contractual rights and Marriott tried to avoid their obligations to you, how would you react to that?  If you just refuse to sell to Marriott, they would have a perfect right to take you to court and force you to sell.  It is called specific performance.  And the process would cost you a lot of money.  The only reason I can think of that would make you this upset is if your motive was to give a sweetheart deal to a friend, but that does not appear to be the case because you are actually getting over 80% of your listing price.



What's that saying, something to the effect of "where there's smoke, there's fire."


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## saturn28 (Nov 24, 2010)

EducatedConsumer said:


> What's that saying, something to the effect of "where there's smoke, there's fire."



Ok Swamie. I want to thank you for your wisdom, insight, and opinion. I will leave it at that.


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## saturn28 (Nov 24, 2010)

BocaBoy said:


> ROFR is common in a lot of residential condominiums as well as timeshares.  Although I also do not like the provision, I do not agree that Marriott is "stealing" it.  They are simply exercising one of their contractual rights.  OP, if you were the one exercising your contractual rights and Marriott tried to avoid their obligations to you, how would you react to that?  If you just refuse to sell to Marriott, they would have a perfect right to take you to court and force you to sell.  It is called specific performance.  And the process would cost you a lot of money.  The only reason I can think of that would make you this upset is if your motive was to give a sweetheart deal to a friend, but that does not appear to be the case because you are actually getting over 80% of your listing price.




Well I will contact Marriott Resales once they open on Monday and see if I have any options. If the contract that I signed with the purchaser is in effect, should they not have to use my closing agent, since it states that in the contract. Why would they send me a whole new contract to sign. Does that not mean I have an option to sign that contract or not.


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## TheTimeTraveler (Nov 24, 2010)

saturn28 said:


> Well I will contact Marriott Resales once they open on Monday and see if I have any options. If the contract that I signed with the purchaser is in effect, should they not have to use my closing agent, since it states that in the contract. Why would they send me a whole new contract to sign. Does that not mean I have an option to sign that contract or not.





You as the seller shouldn't be paying any closing costs, so why do you care what closing agent they use?

As long as you get your $4,000 net then you should be all set.



.


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## Fredm (Nov 24, 2010)

I posted my opinions and experience re: ROFR on the Starwood board.
Those interested should read my posts 35 and 43.


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## saturn28 (Nov 24, 2010)

TheTimeTraveler said:


> You as the seller shouldn't be paying any closing costs, so why do you care what closing agent they use?
> 
> As long as you get your $4,000 net then you should be all set.
> 
> ...



I care because there is a $195 cancelation fee I have to pay if Marriott buys the week back and uses another closing agent. That is what is says in the contract.


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## indyhorizons (Nov 24, 2010)

He said that unless he uses the closing agent that he originally set, they will charge him a fee.


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## saturn28 (Nov 24, 2010)

Fredm said:


> I posted my opinions and experience re: ROFR on the Starwood board.
> Those interested should read my posts 35 and 43.



Thanks for that link. I am looking at where you state the following.

"Sellers and buyers should just keep in mind that a higher offer is possible, if the seller has not signed the developer replacement contract."

"My experience has been that they will simply evaluate the new offer, take it or leave it, and move on to the next transaction overflowing their in-box. Attempting to force an owner to sell in light of a better offer is not only dangerous to the integrity of their reserved rights, it's bad business."


I will certainly ask Marriott about this because I have not signed their contract.

HERE IS THE LINK
http://www.tugbbs.com/forums/showthread.php?t=118613&page=2


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## TheTimeTraveler (Nov 24, 2010)

saturn28 said:


> I care because there is a $195 cancelation fee I have to pay if Marriott buys the week back and uses another closing agent. That is what is says in the contract.





$4,000 NET is what you are looking for, so Marriott should pay you $4,195.




.


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## Fredm (Nov 24, 2010)

saturn28 said:


> Thanks for that link. I am looking at where you state the following.
> 
> "Sellers and buyers should just keep in mind that a higher offer is possible, if the seller has not signed the developer replacement contract."
> 
> ...



Be prepared to actually present Marriott with a higher legitimate offer. Asking "what if" questions will not further the issue. Marriott is acting on what has been submitted. 

If the buyer does wish to present you a new Offer to Buy
then you are acting in good faith, IMO.

Taking the buyer entirely out of the equation, Marriott will not (in my experience) force you to sign their purchase agreement if you simply decide to change your mind and not sell at all. 
I believe you would not be acting in good faith. But, that is a different matter. In this instance, be careful what you ask for. Greed can bite you. You may not get a better offer in the future. In fact, odds are the price will soften further.


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## pwrshift (Nov 24, 2010)

saturn28 said:


> I don't have to do anything I don't want. If I decide I am not selling to Marriott, I won't. I just don't sign and return the papers they sent, and that is the end of it.



Is there anything you haven't told us about the relationship you have with the buyer and why you won't accept Marriott as the buyer for the same price?


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## saturn28 (Nov 24, 2010)

pwrshift said:


> Is there anything you haven't told us about the relationship you have with the buyer and why you won't accept Marriott as the buyer for the same price?




I don't know the buyer other than the emails we sent back and forth on this transaction. The thing is I listed this week back in May before the Destination Points System started. At that time I was interested in selling the week and listed it to see what interest there may be. Then the new system was introduced and I signed up. Before I joined, this was just a regular resale week that I had purchased. However, now since I enrolled the week in the Destination Points program, it has more value to me because I can receive Marriott Rewards Points, or Destination Points Club points. In fact, after joining the program, I decided not to sell the week, but never removed my ad on the website I listed it. 

Then back in September I received an offer to purchase from the buyer and accepted his offer. After that, I had second thoughts on whether I should sell it. But, I continued with the sale because I accepted his offer. Now, since Marriott is going to buy it back, and it is not the original buyer, and they are sending me a new contract to sign, I am thinking that maybe I should just keep the week. Or, if I sell it sell it for a price that I wouldn't have second thoughts. I don't intend on contacting the present buyer and asking him to pay more. I would just change the price on my listing and see what happens. If it sells, ok, If it doesn't, I am happy with my options using it in the new Destination Points Program.

So, I just started this thread to see if I have any options, before I sign the contract Marriott sent me. In addition, if I did continue with the sale to Marriott, I wanted to see if I could use the present closing company, so I don't lose $195 because of the cancellation fee they charge.


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## Asia2000 (Nov 24, 2010)

saturn28 said:


> Yes, I was the one who bought that week I can't wait to see if that week gets waived or bought back. The seller told me they haven't had a week bought back from Marriott in years. However, in recent weeks I have had one purchase and one sale that Marriott has excercise their right.



Saturn,

I suspect that Marriott is buying your CH week because they need inventory there for the DC users.  After Lakeshore Reserve, most choose CH and/or Grande Vista.  If the same is true for LE Panama City, they may do the same thing.  As the DC program grows, Marriott will exercise ROFR for resorts that need DC inventory.  It's an easy and cheap way for Marriott to fill high value point requests.  Very high margins.

I guess where things get sticky is, when Marriott buys that Platinum week, does Marriott automatically get to book the best platinum week within the float to fulfill a DC member request, or are they on a level playing field with the traditional deed owner calling in at 12 or 13 months.  The answer seems easy.  Marriott will win every time.  Correct me if I'm wrong.


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## siesta (Nov 24, 2010)

saturn28 said:


> I don't have to do anything I don't want. If I decide I am not selling to Marriott, I won't. .


haha that is what you think, do yourself a favor and contact an attorney before you go ahead with what you _think_ you know.  If you were so confident, you wouldn't be on a forum posting questions to strangers.  If you would take a moment to review your contract, it is spelled out quite clearly.  

“It is greed to do all the talking but not to want to listen at all”


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## wof45 (Nov 24, 2010)

you had better be careflu what you do.

If you have a contract for sale with a buyer, and you do not complete the contract and you do do ROFR to Marriott, then the original seller can come after you for specific performance.

Or they could just wait for a better price on ebay.
If you have taken an escrow, you have a problem.

I would probably try to hold onto the week if it could be included in the DC, but if either the buyer or Marriott pushes the issue, you lose.


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## thinze3 (Nov 24, 2010)

Let the buyer know what's going on, and then ask the buyer if he/she would like to up their offer.  If so, present the new offer again to Marriott. If not, take Marriott's offer.

LEGALLY: You are obligated to accept Marriott's offer if is is exactly the same as the one you accepted from the buyer.  Marriott would not send their legal team after you, but certainly could if they wanted to.


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## saturn28 (Nov 24, 2010)

*Spoke to Marriott and Got My Answer*

I just spoke to an agent at Marriott Owner Modifications, and he told me I don't have to accept Marriott's offer to buy my week back. I can keep the week as long as I want or sell it later. If I sell it again in the future, it would have to go through the same process of the ROFR. However, the price Marriott will buy it back changes all the time, so the price could go up or down. If I decide not to proceed, I can call in to let them know or just not return the contract they sent me.


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## wvacations (Nov 24, 2010)

That fee for closing $195, should have been included in the ROFR filing. The ROFR form states to enter the entire cost of the contract. That includes closing cost and that is what Marriott should pay if they want it back. Let them have it. I don't understand what the difference is. At least with Marriott the new owners aren't going to to complain to you when they try and book Christmas week and there is not availability.

Just add summit another ROFR with the total closing cost. I don;t think you can tell Marriott no, and sell it to your buyer, And if you don't sell to Marriott you can't tell your buyer that you aren't selling it.


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## Fredm (Nov 24, 2010)

saturn28 said:


> I just spoke to an agent at Marriott Owner Modifications, and he told me I don't have to accept Marriott's offer to buy my week back. I can keep the week as long as I want or sell it later. If I sell it again in the future, it would have to go through the same process of the ROFR. However, the price Marriott will buy it back changes all the time, so the price could go up or down. If I decide not to proceed, I can call in to let them know or just not return the contract they sent me.



Yep.....!  Or, ask the buyer to increase the offer and submit it again.


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## EducatedConsumer (Nov 24, 2010)

saturn28 said:


> I just spoke to an agent at Marriott Owner Modifications, and he told me I don't have to accept Marriott's offer to buy my week back. I can keep the week as long as I want or sell it later. If I sell it again in the future, it would have to go through the same process of the ROFR. However, the price Marriott will buy it back changes all the time, so the price could go up or down. If I decide not to proceed, I can call in to let them know or just not return the contract they sent me.



So, a $10.00/hour employee at Owner Modification - - the equivalent of a clerk, probably - -  is advising you about the terms of a Purchase and Sale Agreement, the performance of a Buyer and Seller, and the legal ramifications of walking away from an executed P&S?

I maintain, where there's smoke there's fire.


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## wof45 (Nov 24, 2010)

EducatedConsumer said:


> So, a $10.00/hour employee at Owner Modification - - the equivalent of a clerk, probably - -  is advising you about the terms of a Purchase and Sale Agreement, the performance of a Buyer and Seller, and the legal ramifications of walking away from an executed P&S?
> 
> I maintain, where there's smoke there's fire.



That isn't the way I read the comment --

I don't see any references to purchase and sale agreements.  It appears that if Marriott exercises the ROFR, it makes the original sale null and void.  

But that Marriott will not force the seller to sell to Marriott -- just that they can't sell to someone else at that price.

And they also said that Marriott would not guarantee the ROFR offer for a future sale even at the same price.    But that just means that if there is a future sales contract, it might go through without Marriott intercepting it.

I think the owner should ask whoever at Marriott sent their offer about covering the fee if the buyer was paying it -- they surely have a policy about covering that or not.


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## Fredm (Nov 24, 2010)

wof45 said:


> That isn't the way I read the comment --
> 
> I don't see any references to purchase and sale agreements.  It appears that if Marriott exercises the ROFR, it makes the original sale null and void.
> 
> ...



Exactly right.

There is an awful lot of misunderstanding about the reserved rights of the developer. An owner cannot be forced to sell under a ROFR, if they choose not to.

The principle involved is best stated in the following:

_Analysis of the rationale relied on by the
Anderson court persuades us that a good-faith withdrawal
of a third-party offer to purchase should not
activate a right of first refusal. First, the purpose for
which the right of first refusal was created is
essentially a control technique to secure a community
of qualified, congenial residents while protecting
the value of their apartments.11 This purpose
was held by the Anderson court to be sufficient to
satisfy the “purpose” portion of the tri-partite test
for establishing the validity of a right of first refusal
in condominium bylaws. However, where the sale
to a third party is abandoned or withdrawn, that
purpose is not present. The would-be seller remains
a member of the condominium community and
there is no further need to secure or protect the
community. Thus, the exercise of a right of first
refusal by a board when the primary motive is to
capture a “bargain” purchase may always be
vulnerable to a modification or withdrawal.

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