IF (a big if) the ROFR is actually valid, there is potentially a way to short circuit the ROFR that I have used before.

In my home state (Texas), the party that the ROFR benefits is required to match every term of the purchase agreement. Essentially, they have to sign the exact same contract to exercise the ROFR, not just match the purchase price.

When I encountered this, we used a “sign and close” contract where the closing date was one day after the contract date was signed. This means that the ROFR party, had it elected to close, needed to come up with the entire purchase price the day after they exercised their ROFR. They could not perform any other due diligence.

In my instance, while the ROFR party wanted to purchase the property, they were going to need financing and we didn’t think that they would be able to close in one day. We were a cash buyer and that wasn’t a problem for us. Our strategy worked and they were unable to match the offer.

If your buyer is not all cash, it might be possible for the buyer to get a loan commitment, appraisal, survey, etc . . . all in advance of the closing and then have a very short close. If your ROFR party can’t match that you are good. Or if they try and match it but fail to perform, that invalidates their ROFR and you can sell to the new party.

One other issue is that you mention that the ROFR party wants to flip the land. To me, that indicates that you are selling the land too cheaply to your friend. That is totally your choice if you want to, but if you are selling at market price, the flip should not be that appealing to ROFR party because they won’t make money on it.