Had an offer to purchase my building. Tenants wanted to exercise their right of first refusal. Original offer was withdrawn. Since no offer remains and no contract was in effect, can the right of first refusal still be invoked?

The only 'right of first refusal' is one you define in the tenant agreement. If that was stated, do you have any reason why you would want to refuse the tenant offer? It sounds like it would be mutually beneficial, if they can actually buy it, and aren't just dreaming. If they didn't exercise their right when you first were putting it up for sale, and you don't want to sell to them, then I think you can safely say that they lost their right. Letter of the law isn't always the thing to worry about; what is advantageous and reasonable is. If you decide to proceed, put deadlines in writing: contract, $500 deposit, down payment in your lawyer's escrow account, steps of mortgage approval from banks, and closing date. Get a copy of a standard P & S.

If you gave your tenant right of first refusal, then you have to pass any offer for the property by them. You need to give them a deadline to make a counter offer.

Let's clarify things, shall we?

1. You own the building.
2. At some time you gave your tenants an option to purchase if a third-party made an offer (this would be what you call tenants' "right of first refusal").
3. After that, someone (a "third party") did in fact make an offer to purchase.
4. Then, you say, "Tenants wanted to exercise their right of first refusal. " Did they actually exercise their option, or merely "want" to do so?
5. Then the third party withdrew their offer.

If all of this is correct, and the tenants did exercise their option (i.e. made an offer to purchase), and you accepted it, they are stuck.

You ask in the title to the thread if landord can "withdraw an offer". No, because as I understand what you are saying, LL made no such offer. The tenants did. Or exercising the option by the tenants would be an acceptance, creating a binding contract. Either way, a contract was formed.

Who wants out?