TENANT OPPORTUNITY TO PURCHASE ACT (TOPA)

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The Tenant Opportunity to Purchase Act, commonly known as TOPA, gives many District of Columbia tenants important rights when the owner of a rental property plans to sell or transfer the property. In many cases, tenants or their tenant association must be given notice of the proposed transaction and an opportunity to organize, respond, and potentially exercise rights relating to the sale.

For residents of large apartment buildings, TOPA can be especially important because a change in ownership may affect rents, management, building conditions, renovations, and the long-term future of the property.

What does TOPA do?

TOPA was created to give tenants a meaningful role when their rental housing is being sold or transferred. Depending on the transaction and the type of property involved, tenants may have rights to receive notice, organize as a tenant association, review information about the proposed transaction, and take steps to preserve affordable housing or influence the future ownership of the building.

TOPA is complex, and not every transaction is treated the same way. Some transfers are exempt, and disputes often arise over whether a particular transaction qualifies for an exemption or whether the owner has provided adequate notice.

Why TOPA matters to tenants

A sale or transfer of an apartment building can have major consequences for residents. New ownership may bring changes in management, rent policies, building improvements, staffing, security, maintenance, or redevelopment plans.

TOPA gives tenants a chance to learn about a proposed transaction before it is completed and, in appropriate cases, to organize and protect their interests.

For large buildings, the tenant association may play a central role in receiving notices, communicating with residents, obtaining legal advice, and deciding whether to challenge a claimed exemption or exercise other rights.

TOPA exemptions and disputes

Some owners claim that a transaction is exempt from TOPA. Whether an exemption applies can depend on the exact structure of the transaction, the entities involved, and the ownership interests being transferred.

These questions can become complicated when a property is owned through partnerships, subsidiaries, limited liability companies, real estate investment trusts, or other corporate structures.

A tenant association should not assume that an owner’s claim of exemption is necessarily correct. If a proposed transfer is significant, tenants may want to review the notice carefully and seek legal advice.

TOPA and 3003 Van Ness

The Van Ness South Tenants Association is currently involved in a TOPA dispute concerning the proposed transfer of 3003 Van Ness Street NW.

The owner has claimed that the transaction is exempt from TOPA. VNSTA has challenged that position and has argued that the claimed exemption does not properly apply to the proposed transfer.

The dispute raises broader questions about how TOPA applies to complicated corporate transactions involving large apartment buildings and whether tenants receive meaningful notice when ownership changes through mergers, subsidiaries, or other entities.

VNSTA has filed formal papers challenging the claimed exemption and continues to advocate for full compliance with TOPA.

What tenants should do if they receive a TOPA notice

Tenants who receive a notice involving a proposed sale or transfer should read it carefully and pay close attention to deadlines. In large buildings, residents should contact their tenant association promptly so that the association can review the transaction and determine whether action is needed.

Important questions may include:

  • Who is the actual owner of the property?

  • What entity is being transferred?

  • What percentage of ownership is changing?

  • Is the owner claiming a TOPA exemption?

  • What is the legal basis for that exemption?

  • Are the tenants or tenant association entitled to additional information?

  • What deadlines apply?

Learn more

VNSTA will continue to post updates about the TOPA dispute involving 3003 Van Ness and other major tenant-rights issues affecting the building.