DC landlord / tenant information

Under the Rental Housing Conversion and Sales Act (hereinafter the "Act"), [1] District of Columbia residential tenants have unusual rights.Unlike other jurisdictions, before an owner of a housing accommodation [2] may sell the accommodation, issue a notice of intent to recover possession, or issue a notice to vacate (for purposes of demolition or discontinuance of housing use), the owner of the accommodation must give the tenant the opportunity to purchase the accommodation. [3]

The tenant’s rights can be somewhat confusing. We have outlined them in this article.

Offer of Sale

1. Prior to the sale of a housing accommodation, not subject to a vacancy exemption, [4] the owner must send, by first class mail, a copy of an "offer of sale" to each tenant and the Mayor of the District of Columbia. [5] At a minimum, the offer of sale must contain the selling price and the material terms of the sale as well as specific representations, including representations that certain information will be provided to the tenant, listed in D.C. Code Ann. § 45-1632. The price and terms of the offer must constitute a bona fide offer of sale. [6] An owner of an accommodation may not request, and a tenant may not grant a waiver of the right to receive an offer of sale. [7]

Written statement of interest

2. Upon receipt of the written offer of sale, the tenant shall have 30 days to provide a written statement of interest to purchase the property. The statement of interest must be provided to both the owner and the Mayor of the District of Columbia. If the tenant fails to provide a written statement of interest within the 30-day period, the tenant’s rights under the offer of sale will be deemed to have expired. [8]

Negotiating a sales contract

3. Upon submission of the written statement of interest by the tenant, the tenant has a minimum of 60 days from the date of submission to negotiate a contract of sale. The negotiation period is extended by one day for every day the owner delays in furnishing the tenant with the information the owner represented would be provided in the offer of sale. [9]The Act also provides for an additional 60-day period from the date of contracting for the tenant to secure financing, with the possibility of an additional 30 days beyond that if the lending institution estimates in writing that a decision with respect to the financing will be made within 90 days after the date of contracting. The owner is obligated to provide the tenant with an extension of time consistent with the lender’s written estimate. [10]

New offer of sale

4. If 180 days lapse from the date of a valid offer of sale and the owner has not sold or contracted for the sale of the accommodation, the owner must comply with the requirements of the Act again, beginning with the issuance of a new offer of sale to each tenant and the Mayor of the District of Columbia.[11]

Bargaining without good faith

5. If an owner contracts to sell the accommodation to a third party for a price that is more than 10% less than the price offered to the tenant or for other terms which would constitute bargaining without good faith, the owner shall issue a new offer of sale to the tenant and the Mayor of the District of Columbia. [12] The tenant must provide the owner and the Mayor of the District of Columbia with a written statement of interest to purchase the property within 30 days from the date the offer of sale was received. If the tenant fails to submit a statement of interest within the 30-day period, the tenant’s rights under the offer of sale will be deemed to have expired. [13] On the other hand, if the tenant submits a written statement of interest within the proscribed time period, the owner must follow the statutory time periods summarized in Paragraph 3 of this memo.

Right of first refusal

6. In addition to the rights outlined above, the tenant also has the right of first refusal to match any third party contract accepted for the sale of the accommodation. The Act requires that the owner provide the tenant with a copy of the third party contract. Upon receipt of a copy of the third party contract, the tenant has 15 days to match the third party contract. If the tenant has already submitted a written statement of interest to purchase the property, however, the 15 day time period will come at the end of the statutory 60-day negotiation time period referred to in Paragraph 3 of this memo. If the statutory 60-day time period has expired, the tenant will still have 15 days from the date of receipt of the third party contract, to match the contract. [14] In the event that the tenant provides the owner with a contract offer, matching the third party contract, the owner must comply with the statutory time periods summarized in Paragraph 3 of this memo. [15]

As noted above, tenant rights in the District are strong. Be sure to document your efforts to comply with this law, which is referred to as the Tenant Opportunity to Purchase Act (TOPA). On closing day we (Federal Title & Escrow Company) will ask you to sign an affidavit that states you have fully complied with TOPA.

So what happens when the tenant does not want to purchase the property, all of the legal TOPA requirements have been fulfilled and the tenant does not want to leave the property?

One of the legal grounds for asking a tenant to leave is when you -- or the contract purchaser -- intends to personally live in the property. The tenant must be given 90 days notice (in both English and Spanish) and this notice should be accompanied by an affidavit from the potential purchaser affirming, under oath, that the use will be personal. A copy of the notice must be sent to Department of Consumer and Regulatory Affairs.

If at the end of the 90 day period the tenant has still not moved out, you have the right to file a lawsuit for possession in the Landlord-tenant branch of the Superior Court. The Court will generally be supportive of your position, so long as you have fully and faithfully complied with all of the legal requirements.


[1] D.C. Code Ann. § 45-1601,et seq.

[2] Housing accommodation means "a structure in the District of Columbia containing 1 or more rental units and the appurtenant land. The term does not include a hotel, motel, or other structure used primarily for transient occupancy . . . ." D.C. Code Ann. § 45-1603(11).

[3] D.C. Code Ann. § 45-1631(a).

[4] See D.C. Code Ann. § 45-1618 for more on qualifying for a vacancy exemption.

[5] D.C. Code Ann. § 45-1632. If the accommodation consists of more than 1 unit, the offer of sale must also be posted in a "conspicuous place in common areas of the housing accommodation . . . ." Id.

[6] D.C. Code Ann. § 45-1632.

[7] D.C. Code Ann. § 45-1636.

[8] See D.C. Code Ann. § 45-1638. The statutory time period set forth in Paragraph 2 of this memo apply only to single family accommodations. In the event the property is a two through four unit accommodation, please consult the time line set forth in D.C. Code Ann. § 45-1639, or in the case of an accommodation with five or more units, please refer to D.C. Code Ann. § 45-1640. See D.C. Code Ann. §§ 45-1639 and 45-1640.

[9] D.C. Code Ann. § 45-1638(2).

[10] D.C. Code Ann. § 45-1638(3). The statutory time periods set forth in Paragraph 3 of this memo apply only to single family accommodations. In the event the property is a two through four unit accommodation, please consult the time line set forth in D.C. Code Ann. § 45-1639, or in the case of an accommodation with five or more units, please refer to D.C. Code Ann. § 45-1640. See D.C. Code Ann. §§ 45-1639 and 45-1640.

[11] D.C. Code Ann. § 45-1638(4).

[12] D.C. Code Ann. § 45-1634(a)(a-1)

[13] D.C. Code Ann. § 45-1638.

[14] D.C. Code Ann. § 45-1637.

[15] Id.

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