A few months ago we explored the Rebalancing Expectations for Neighbors, Tenants, and Landlords (RENTAL) Amendment Act of 2025 (which became law December 31, 2025) and the changes to TOPA. In order to really follow the recent changes we need to explore TOPAs history in the District.
For more than four decades, the Tenant Opportunity to Purchase Act—known universally as TOPA—has shaped how rental housing is sold, preserved, and contested in the District of Columbia. Few local housing laws in the United States have generated as much debate, litigation, and legislative revision. TOPA’s evolution mirrors Washington’s broader struggle to reconcile tenant stability with market growth in a city undergoing constant reinvention.
Origins and Early Refinement: Learning by Doing
TOPA emerged from crisis. In the late 1970s, Washington faced a surge of condominium conversions and disinvestment in rental housing. Thousands of renters—many of them low-income and long-term residents—were at risk of displacement as buildings were converted or sold without warning.
In response, the D.C. Council enacted the Rental Housing Conversion and Sale Act of 1980, embedding within it what became Title IV: the Tenant Opportunity to Purchase Act. TOPA provided tenants the right to receive advance notice of a sale and the opportunity to purchase their building (either individually or collectively) before it could be sold to a third-party.
The policy goal was explicit and ambitious: give tenants a meaningful chance to stay in place and control their housing destiny, even in a rapidly changing real estate market.
The early years of TOPA revealed how novel, and complicated, the law was. Tenants had rights, but organizing to exercise them required time, financing, and technical expertise. Owners faced new procedural hurdles and uncertainty. Throughout the 1980s and early 1990s, the Council amended the statute repeatedly. These changes clarified notice requirements, timelines, tenant association formation, and conversion voting rules. By the mid-1990s, the Council formally reenacted and reorganized the law, reaffirming TOPA as a permanent feature of D.C.’s housing landscape rather than a temporary, emergency response. By then, TOPA had also become a national outlier. No other major U.S. city granted tenants such broad purchase rights across most multifamily housing.
Courts, Complexity, and Creative Transactions (2000s)
As real estate finance became more sophisticated, so did efforts to navigate around TOPA. Owners increasingly sold interests in entities (such as LLC membership interests, commonly known as 95-5 transfers) rather than the real property itself, raising the question: Does TOPA apply if the building technically isn’t being deeded?
The Council responded with statutory amendments aimed at ensuring that substance prevailed over form. Meanwhile, the D.C. Court of Appeals issued a steady stream of decisions interpreting TOPA’s scope, timelines, and enforcement mechanisms. Litigation became an ordinary part of TOPA compliance, reinforcing both its power and its unpredictability.
By the end of the decade, TOPA was widely understood as both a tenant-protection tool and a transaction-shaping force; one that could delay, derail, or fundamentally restructure sales.
The Assignment Era and Mounting Criticism (2010s)
In the 2010s, public debate around TOPA intensified. Tenants increasingly assigned their TOPA rights to third-party developers (sometimes nonprofit affordable housing providers, sometimes private investors) in exchange for cash payments or promises of renovations and affordability.
Supporters argued this flexibility made the law workable and helped preserve affordable housing. Critics countered that TOPA had become a form of legalized leverage, requiring tenants, to valuable “consideration” in exchange for the assignment of rights and allowing third-party deals to proceed. This period culminated in a major rollback: in 2018, the Council exempted most single-family homes from TOPA, while preserving protections for certain elderly tenants and tenants with disabilities. It marked the first large categorical contraction of the law since its creation.
Pandemic Pauses and The RENTAL Act: A Structural Rebalance
The COVID-19 pandemic exposed the practical limitations of TOPA. Tenant meetings, financing, inspections, and negotiations became difficult or impossible. In response, the District temporarily tolled TOPA deadlines, recognizing that statutory timelines designed for normal markets could not function during an emergency.
These measures were temporary, but they underscored a growing consensus: TOPA needed modernization to match contemporary housing realities. That modernization arrived with the Rebalancing Expectations for Neighbors, Tenants, and Landlords (RENTAL) Amendment Act of 2025, the most sweeping rewrite of TOPA since 1980.
The law introduced several pivotal changes:
· A 15-year exemption for many newly constructed residential buildings, intended to encourage housing production.
· New limits and disclosures related to assignment of TOPA rights and compensation.
· Clarifications narrowing which ownership-interest transfers trigger TOPA.
· Expanded administrative oversight, standardized forms, and public reporting requirements.
Most controversially, the Act exempted many 2–4 unit properties, particularly those owned by individual landlords (see DC Code § 42-3404.10. Accommodations with 2 through 4 units), reigniting accusations that the District was weakening tenant protections under pressure from the real estate industry. Supporters describe the changes as overdue balance; opponents see them as a retreat from the law’s original anti-displacement mission.
TOPA Today: An Unfinished Experiment
More than 45 years after its creation, TOPA remains both powerful and controversial. It has enabled tenant purchases, preserved affordable housing, and slowed displacement. It has also complicated transactions, invited litigation, and drawn criticism as housing costs continue to rise.
What has never changed is the underlying tension that gave birth to the law: how a growing, desirable city protects its renters without stifling the production and transfer of housing. TOPA’s long evolution shows that Washington, D.C. has chosen not to resolve that tension, but rather to try and manage it, repeatedly, through law. Whether the RENTAL Act marks a durable re-balancing or merely the next chapter in TOPA’s ongoing transformation remains an open question.
