47.rosenlor development v. paterno inquing

8/9/2019 47.Rosenlor Development v. Paterno Inquing

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THIRD DIVISION

[G.R. No. 140479. March 8, 2001]

ROSENCOR DEVELOPMENT CORPORATON a!" RENE #OA$%N, petitioners,

vs. PATERNO N$%NG, RENE G%LLERMO, &EDERCO 'ANT%GAN,

&ERNANDO MAG'AN%A a!" L((A TANGCO, respondents.

D E C S O N

GON(AGA)RE*ES, J .+

This is a petition for review on certiorari under Rule 45 of the Rules of Court seeking

reversal of the Deision!"# of the Court of $ppeals dated %une &5' "((( in C$)*+R+ CV No+5,(-,+ The Court of $ppeals deision reversed and set aside the Deision !dated .a/ ",' "((-

of 0ranh &"1 of the Regional Trial Court of 2ue3on Cit/ in Civil Case No+ 2)(,)"5&+

The ase was originall/ filed on Dee6er "7' "((, 6/ 8aterno In9uing' Irene *uillero

and :ederio 0antugan' herein respondents' against Rosenor Developent Corporation;hereinafter ' Rene %oa9uin' and ?ufroina de @eon+ Originall/' the oplaint was

one for annulent of a6solute deed of sale 6ut was later aended to one for resission of

a6solute deed of sale+ $ oplaint)for intervention was thereafter filed 6/ respondents :ernando.ag6anua and Danna @i33a Tiango+ The oplaint)in)intervention was aditted 6/ the trial

ourt in an Order dated .a/ 4' "((4+!,#

The fats of the ase' as stated 6/ the trial ourt and adopted 6/ the appellate ourt' are asfollowsA


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857'777+77 to 8"77'777+77 for its upkeep+ These epenses were never deduted fro the rentals

whih alread/ inreased to 8"'777+77+

In %une "((7' the lessees reeived a letter fro $tt/+ ?rlinda $guila deanding that the/ vaatethe preises so that the deolition of the 6uilding 6e undertaken+ The/ refused to leave the

preises+ In that sae onth' de @eon refused to aept the lesseesE rental pa/ent laiingthat the/ have run out of reeipts and that a new olletor has 6een assigned to reeive the

pa/ents+ Thereafter' the/ reeived a letter fro ?ufroina de @eon offering to sell to the the propert/ the/ were leasing for 8&'777'777+77+ +

The lessees offered to 6u/ the propert/ fro de @eon for the aount of 8"'777'777+77+ De @eon

told the that she will 6e su6itting the offer to the other heirs+ Sine then' no answer wasgiven 6/ de @eon as to their offer to 6u/ the propert/+ However' in Nove6er "((7' Rene

%oa9uin ae to the leased preises introduing hiself as its new owner+

In %anuar/ "(("' the lessees again reeived another letter fro $tt/+ $guila deanding that the/

vaate the preises+ $ onth thereafter' the lessees reeived a letter fro de @eon advisingthe that the heirs of the late spouses Tiangos have alread/ sold the propert/ to Rosenor+ The

following onth $tt/+ $guila wrote the another letter deanding the rental pa/ent and

introduing herself as ounsel for RosenorFRene %oa9uin' the new owners of the preises+

The lessees re9uested fro de @eon wh/ she had disregarded the pre)eptive right she and thelate Tiangos have proised the+ The/ also asked for a op/ of the deed of sale 6etween her

and the new owners thereof 6ut she refused to heed their re9uest+ In the sae anner' when the/

asked Rene %oa9uin a op/ of the deed of sale' the latter turned down their re9uest and instead$tt/+ $guila wrote the several letters deanding that the/ vaate the preises+ The lessees

offered to tender their rental pa/ent to de @eon 6ut she refused to aept the sae+

In $pril "((& 6efore the deolition an 6e undertaken 6/ the 0uiding Offiial' the 6aranga/

intereded 6etween the parties herein after whih Rosenor raised the issue as to the rental pa/ent of the preises+ It was also at this instane that the lessees were furnished with a op/

of the Deed of Sale and disovered that the/ were deeived 6/ de @eon sine the sale 6etween

her and Rene %oa9uinFRosenor took plae in Septe6er 4' "((7 while de @eon ade the offer to

the onl/ in Oto6er "((7 or after the sale with Rosenor had 6een onsuated+ The lesseesalso noted that the propert/ was sold onl/ for 81&-'777+77+

The lessees offered to rei6urse de @eon the selling prie of 81&-'777+77 plus an additional

8&14'777+77 to oplete their 8"'777+777+77 earlier offer+ Ghen their offer was refused' the/

filed the present ation pra/ing for the followingA a> resission of the Deed of $6solute Sale 6etween de @eon and Rosenor dated Septe6er 4' "((7 6> the defendants RosenorFRene

%oa9uin 6e ordered to reonve/ the propert/ to de @eon and > de @eon 6e ordered to rei6urse

the plaintiffs for the repairs of the propert/' or appl/ the said aount as part of the prie for the purhase of the propert/ in the su of 8"77'777+77+=!4#

$fter trial on the erits' the Regional Trial Court rendered a Deision !5# dated .a/ ",' "((-

disissing the oplaint+ The trial ourt held that the right of redeption on whih the

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oplaint was 6ased was erel/ an oral one and as suh' is unenforea6le under the law+ The

dispositive portion of the .a/ ",' "((- Deision is as followsA

for the su6et

propert/ and

;4> The appellants to' in turn' pa/ the appellees 6ak rentals fro .a/ "((7 up to thetie this deision is proulgated+

No pronouneent as to osts+

SO ORD?R?D+=!#

8etitioners herein filed a .otion for Reonsideration of the deision of the Court of $ppeals

6ut the sae was denied in a Resolution dated Oto6er "5' "(((+!(#

Hene' this petition for review on certiorari where petitioners Rosenor DevelopentCorporation and Rene %oa9uin raise the following assignent of errors!"7#A

.

TH? COBRT O: $88?$@S *R$V?@ ?RR?D GH?N IT ORD?R?D TH?R?SCISSION O: TH? $0SO@BT? D??D O: S$@? 0?TG??N ?B:ROCIN$ D?

@?ON $ND 8?TITION?R ROS?NCOR+

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.

TH? COBRT O: $88?$@S CO..ITT?D .$NI:?ST ?RROR IN .$ND$TIN* TH$T

?B:ROCIN$ D? @?ON $::ORD R?S8OND?NTS TH? O88ORTBNIT TO?J?RCIS? TH?IR RI*HT O: :IRST R?:BS$@+

.

TH? COBRT O: $88?$@S *RI?VOBS@ ?RR?D IN CONC@BDIN* TH$T

R?S8OND?NTS H$V? ?ST$0@ISH?D TH?IR RI*HT O: :IRST R?:BS$@ D?S8IT?

8?TITION?RSE R?@I$NC? ON TH?IR D?:?NS? 0$S?D ON TH? ST$TBT? O::R$BDS+

?ufroina de @eon' for herself and for the heirs of the spouses :austino and Cresenia

Tiango' did not appeal the deision of the Court of $ppeals+

$t the onset' we note that 6oth the Court of $ppeals and the Regional Trial Court relied on

$rtile "47, of the New Civil Code' ore speifiall/ the provisions on the statute of frauds' inoing out with their respetive deisions+ The trial ourt' in den/ing the petition for

reonve/ane' held that right of first refusal relied upon 6/ petitioners was not redued to writingand as suh' is unenforea6le 6/ virtue of the said artile+ The Court of $ppeals' on the other

hand' also held that the statute of frauds governs the


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a> $n agreeent that 6/ its ters is not to 6e perfored within a /ear fro the aking thereof

6> $ speial proise to answer for the de6t' default' or isarriage of another

> $n agreeent ade in onsideration of arriage' other than a utual proise to arr/

d> $n agreeent for the sale of goods' hattels or things in ation' at a prie not less than fivehundred pesos' unless the 6u/er aept and reeive part of suh goods and hattels' or the

evidenes' or soe of the' of suh things in ation' or pa/ at the tie soe part of the purhase

one/ 6ut when a sale is ade 6/ aution and entr/ is ade 6/ the autioneer in his sales 6ook'

at the tie of the sale' of the aount and kind of propert/ sold' ters of sale' prie' naes of purhasers and person on whose aount the sale is ade' it is a suffiient eorandu

e> $n agreeent for the leasing of a longer period than one /ear' or for the sale of real propert/

or of an interest therein

f> $ representation to the redit of a third person+=

The purpose of the statute is to prevent fraud and perur/ in the enforeent of o6ligationsdepending for their evidene on the unassisted eor/ of witnesses 6/ re9uiring ertain

enuerated ontrats and transations to 6e evidened 6/ a writing signed 6/ the part/ to 6e

harged+!""# .oreover' the statute of frauds refers to speifi kinds of transations and annotappl/ to an/ other transation that is not enuerated therein+!" The appliation of suh statute

presupposes the eistene of a perfeted ontrat+!",#

The 9uestion now is whether a


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the ele6ration of said ontrat+ It is a relief allowed for the protetion of one of the ontrating

parties and even third persons fro all inur/ and daage the ontrat a/ ause' or to protet

soe inopati6le and preferent right reated 6/ the ontrat+ Resission iplies a ontratwhih' even if initiall/ valid' produes a lesion or peuniar/ daage to soeone that ustifies its

invalidation for reasons of e9uit/+

It is true that the a9uisition 6/ a third person of the propert/ su6et of the ontrat is an

o6stale to the ation for its resission where it is shown that suh third person is in lawful possession of the su6et of the ontrat and that he did not at in 6ad faith+ However' this rule is

not applia6le in the ase 6efore us 6eause the petitioner is not onsidered a third part/ in

relation to the Contrat of Sale nor a/ its possession of the su6et propert/ 6e regarded asa9uired lawfull/ and in good faith+

Indeed' *u3an' 0oaling and Co+ was the vendee in the Contrat of Sale+ .oreover' the

petitioner annot 6e deeed a purhaser in good faith for the reord shows that it ategoriall/

aditted that it was aware of the lease in favor of the 0onnevies' who were atuall/ oup/ing

the su6et propert/ at the tie it was sold to it+ $lthough the Contrat of @ease was notannotated on the transfer ertifiate of title in the nae of the late %ose Re/noso and $fria

Re/noso' the petitioner annot den/ atual knowledge of suh lease whih was e9uivalent to andindeed ore 6inding than presued notie 6/ registration+

$ purhaser in good faith and for value is one who 6u/s the propert/ of another without notie

that soe other person has a right to or interest in suh propert/ without and pa/s a full and fair

prie for the sae at the tie of suh purhase or 6efore he has notie of the lai or interest ofsoe other person in the propert/+ *ood faith onnotes an honest intention to a6stain fro

taking unonsientious advantage of another+ Tested 6/ these priniples' the petitioner annot

tena6l/ lai to 6e a 6u/er in good faith as it had notie of the lease of the propert/ 6/ the

0onnevies and suh knowledge should have autioned it to look deeper into the agreeent todeterine if it involved stipulations that would preudie its own interests+=

Su6se9uentl/!&4# in Equatorial Realty and Development, Inc. vs. Mayfair !eater, Inc.!&5#' the

Court' en "anc, with three usties dissenting'!&-# ordered the resission of a ontrat entered intoin violation of a right of first refusal+ Bsing the ruling in Guzman Bocaling # Co., Inc. vs.

Bonnevie as 6asis' the Court dereed that sine respondent therein had a right of first refusal over

the said propert/' it ould onl/ eerise the said right if the fraudulent sale is first set aside or resinded+ ThusA


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soe tie' and then sold' without prior notie to .a/fair' the entire Claro .+ Reto propert/ to

?9uatorial+

Sine ?9uatorial is a 6u/er in 6ad faith' this finding renders the sale to it of the propert/ in9uestion' resissi6le+ Ge agree with respondent $ppellate Court that the reords 6ear out the fat

that ?9uatorial was aware of the lease ontrats 6eause its law/ers had' prior to the sale' studiedthe said ontrats+ $s suh' ?9uatorial annot tena6l/ lai that to 6e a purhaser in good faith'

and' therefore' resission lies+

J J J

$s also earlier ephasi3ed' the ontrat of sale 6etween ?9uatorial and Carelo is harateri3ed

6/ 6ad faith' sine it was knowingl/ entered into in violation of the rights of and to the preudie

of .a/fair+ In fat' as orretl/ o6served 6/ the Court of $ppeals' ?9uatorial aditted that itslaw/ers had studied the ontrat of lease prior to the sale+ ?9uatorialEs knowledge of the

stipulations therein should have autioned it to look further into the agreeent to deterine if it

involved stipulations that would preudie its own interests+

Sine .a/fair had a right of first refusal' it an eerise the right onl/ if the fraudulent sale isfirst set aside or resinded+ $ll of these atters are now 6efore us and so there should 6e no

pieeeal deterination of this ase and leave festering sores to deteriorate into endless

litigation+ The fats of the ase and onsiderations of ustie and e9uit/ re9uire that we orderresission here and now+ Resission is a relief allowed for the protetion of one of the

ontrating parties and even third persons fro all inur/ and daage the ontrat a/ ause or

to protet soe inopati6le and preferred right 6/ the ontrat+ The sale of the su6et real propert/ should now 6e resinded onsidering that .a/fair' whih had su6stantial interest over

the su6et propert/' was preudied 6/ the sale of the su6et propert/ to ?9uatorial without

Carelo onferring to .a/fair ever/ opportunit/ to negotiate within the ,7)da/ stipulate period+=!&1#

In $aranaque %ings Enterprises, Inc. vs. Court of &ppeals'!&# the Court held that the

allegations in a oplaint showing violation of a ontratual right of


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prie 9uoted to the 0onnevies was -77'777+77 to 6e full/ paid in ash' less a ortgage lien of

8"77'777+77+ On the other hand' the selling prie offered 6/ Re/noso to and aepted 6/

*u3an was onl/ 8477'777+77 of whih 8",1'577+77 was to 6e paid in ash while the 6alanewas to 6e paid onl/ when the propert/ was leared of oupants+ Ge held that even if the

0onnevies ould not 6u/ it at the prie 9uoted ;8-77'777+77>' nonetheless' Re/noso ould not

sell it to another for a lower prie and under ore favora6le ters and onditions without firstoffering said favora6le ters and prie to the 0onnevies as well+ Onl/ if the 0onnevies failed to

eerise their right of first priorit/ ould Re/noso thereafter lawfull/ sell the su6et propert/ to

others' and onl/ under the sae ters and onditions previousl/ offered to the 0onnevies+

J J J

This priniple was reiterated in the ver/ reent ase of Equatorial Realty vs. Mayfair !eater, Inc. whih was deided en 6an+ This Court upheld the right of first refusal of the lessee .a/fair'

and resinded the sale of the propert/ 6/ the lessor Carelo to ?9uatorial Realt/ Lonsidering

that .a/fair' whih had su6stantial interest over the su6et propert/' was preudied 6/ its sale

to ?9uatorial without Carelo onferring to .a/fair ever/ opportunit/ to negotiate within the,7)da/ stipulated periodL

In that ase' two ontrats of lease 6etween Carelo and .a/fair provided Lthat if the @?SSOR

should desire to sell the leased preises' the @?SS?? shall 6e given ,7 da/s elusive option to purhase the sae+L Carelo initiall/ offered to sell the leased propert/ to .a/fair for si to

seven illion pesos+ .a/fair indiated interest in purhasing the propert/ though it invoked the

,7)da/ period+ Nothing was heard thereafter fro Carelo+ :our /ears later' the latter sold itsentire Reto $venue propert/' inluding the leased preises' to ?9uatorial for 8""',77'777+77

without priorl/ inforing .a/fair+ The Court held that 6oth Carelo and ?9uatorial ated in

6ad faithA Carelo for knowingl/ violating the right of first option of .a/fair' and ?9uatorial for

purhasing the propert/ despite 6eing aware of the ontrat stipulation+ In addition to resissionof the ontrat of sale' the Court ordered Carelo to allow .a/fair to 6u/ the su6et propert/ at

the sae prie of 8""',77'777+77+

In the reent ase of 'iton(ua vs. '#R Corporation'!&(# the Court' also iting the aseof Guzman, Bocaling # Co. vs. Bonnevie' held that the sale ade therein in violation of a right

of first refusal e6odied in a ortgage ontrat' was resissi6le+ ThusA


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provision' to notif/ the latter of their intention to sell the propert/ and give it priorit/ over other

6u/ers+ It is onl/ upon the failure of @MR Corporation to eerise its right of first refusal ould

the spouses @itonua validl/ sell the su6et properties to the others' under the sae ters andonditions offered to @MR Corporation+

Ghat then is the status of the sale ade to 8GH$S in violation of @ M R Corporationsontratual right of first refusalK On this sore' we agree with the $ended Deision of the

Court of $ppeals that the sale ade to 8GH$S is resissi6le+ The ase of Guzman, Bocaling #Co. v. Bonnevie is instrutive on this point+

J J J

It was then held that the Contrat of Sale there' whih violated the right of first refusal' was

resissi6le+

In the ase at 6ar' 8GH$S annot lai ignorane of the right of first refusal granted to @ M R

Corporation over the su6et properties sine the Deed of Real ?state .ortgage ontaining suha provision was dul/ registered with the Register of Deeds+ $s suh' 8GH$S is presued to

have 6een notified thereof 6/ registration' whih e9uates to notie to the whole world+

J J J

$ll things onsidered' what then are the relative rights and o6ligations of the partiesK To

reapitulateA the sale 6etween the spouses @itonua and 8GH$S is valid' notwithstanding the

a6sene of @ M R Corporations prior written onsent thereto+ Inasuh as the sale to 8GH$Swas valid' its offer to redee and its tender of the redeption prie' as suessor)in)interest of

the spouses @itonua' within the one)/ear period should have 6een aepted as valid 6/ the @ M

R Corporation+ However' while the sale is' indeed' valid' the sae is resissi6le 6eause itignored @ M R Corporations right of first refusal+=

Thus' the prevailing dotrine' as enuniated in the ited ases' is that a ontrat of sale

entered into in violation of a right of first refusal of another person' while valid' is resissi6le+

There is' however' a irustane whih prevents the appliation of this dotrine in the ase

at 6enh+ In the ases ited a6ove' the Court ordered the resission of sales ade in violation of a right of first refusal preisel/ 6eause the vendees therein ould not have ated in good faith as

the/ were aware or should have 6een aware of the right of first refusal granted to another person

6/ the vendors therein+ The rationale for this is found in the provisions of the New Civil Codeon resissi6le ontrats+ Bnder $rtile "," of the New Civil Code' paragraph ,' a ontrat

validl/ agreed upon a/ 6e resinded if it is


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faith' there ust 6e lear and onvining proof that petitioners were ade aware of the said right

of first refusal either 6/ the respondents or 6/ the heirs of the spouses Tiango+

It is aioati that good faith is alwa/s presued unless ontrar/ evidene is addued+ !,"# $ purhaser in good faith is one who 6u/s the propert/ of another without notie that soe other

person has a right or interest in suh a propert/ and pa/s a full and fair prie at the tie of the

purhase or 6efore he has notie of the lai or interest of soe other person in the propert/+!, In this regard' the rule on onstrutive notie would 6e inapplia6le as it is undisputed that the

right of first refusal was an oral one and that the sae was never redued to writing' uh less

registered with the Registr/ of Deeds+ In fat' even the lease ontrat 6/ whih respondents

derive their right to possess the propert/ involved was an oral one+

On this point' we hold that the evidene on reord fails to show that petitioners ated in 6ad

faith in entering into the deed of sale over the disputed propert/ with the heirs of the spouses

Tiango+ Respondents failed to present an/ evidene that prior to the sale of the propert/ onSepte6er 4' "((7' petitioners were aware or had notie of the oral right of first refusal+

Respondents point to the letter dated %une "' "((7 !,,# as indiative of petitionersE knowledge

of the said right+ In this letter' a ertain $tt/+ ?rlinda $guila deanded that respondent Irene*uillero vaate the struture the/ were oup/ing to ake wa/ for its deolition+

Ge fail to see how the letter ould give rise to 6ad faith on the part of the petitioner+ No

ention is ade of the right of first refusal granted to respondents+ The nae of petitioner

Rosenor or an/ of it offiers did not appear on the letter and the letter did not state that $tt/+$guila was writing in 6ehalf of petitioner+ In fat' $tt/+ $guila stated during trial that she wrote

the letter in 6ehalf of the heirs of the spouses Tiango+ .oreover' even assuing that $tt/+

$guila was indeed writing in 6ehalf of petitioner Rosenor' there is no showing that Rosenor was aware at that tie that suh a right of first refusal eisted+

Neither was there an/ showing that after reeipt of this %une "' "((7 letter' respondents

notified Rosenor or $tt/+ $guila of their right of first refusal over the propert/+ Respondents didnot tr/ to ouniate with $tt/+ $guila and infor her a6out their preferential right over thedisputed propert/+ There is even no showing that the/ ontated the heirs of the spouses Tiango

after the/ reeived this letter to reind the of their right over the propert/+

Respondents likewise point to the letter dated Oto6er (' "((7 of ?ufroina de @eon' whereshe reogni3ed the right of first refusal of respondents' as indiative of the 6ad faith of

petitioners+ Ge do not agree+ ?ufroina de @eon wrote the letter on her own 6ehalf and not on

6ehalf of petitioners and' as suh' it onl/ shows that ?ufroina de @eon was aware of the

eistene of the oral right of first refusal+ It does not show that petitioners were likewise awareof the eistene of the said right+ .oreover' the letter was ade a onth after the eeution of

the Deed of $6solute Sale on Septe6er 4' "((7 6etween petitioner Rosenor and the heirs of the spouses Tiango+ There is no showing that prior to the date of the eeution of the saidDeed' petitioners were put on notie of the eistene of the right of first refusal+

Clearl/' if there was an/ indiation of 6ad faith 6ased on respondentsE evidene' it would

onl/ 6e on the part of ?ufroina de @eon as she was aware of the right of first refusal of respondents /et she still sold the disputed propert/ to Rosenor+ However' 6ad faith on the part

of ?ufroina de @eon does not ean that petitioner Rosenor likewise ated in 6ad faith+ There

is no showing that prior to the eeution of the Deed of $6solute Sale' petitioners were ade

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aware or put on notie of the eistene of the oral right of first refusal+ Thus' a6sent lear and

onvining evidene to the ontrar/' petitioner Rosenor will 6e presued to have ated in good

faith in entering into the Deed of $6solute Sale over the disputed propert/+

Considering that there is no showing of 6ad faith on the part of the petitioners' the Court of

$ppeals thus erred in ordering the resission of the Deed of $6solute Sale dated Septe6er 4'

"((7 6etween petitioner Rosenor and the heirs of the spouses Tiango+ The a9uisition 6/Rosenor of the propert/ su6et of the right of first refusal is an o6stale to the ation for its

resission where' as in this ase' it was shown that Rosenor is in lawful possession of the

su6et of the ontrat and that it did not at in 6ad faith+!,4#

This does not ean however that respondents are left without an/ reed/ for the unustifiedviolation of their right of first refusal+ Their reed/ however is not an ation for the resission

of the Deed of $6solute Sale 6ut an ation for daages against the heirs of the spouses Tiango

for the unustified disregard of their right of first refusal!,5#+

-ERE&ORE' preises onsidered' the deision of the Court of $ppeals dated %une &5'

"((( is R?V?RS?D and S?T $SID?+ The Deision dated .a/ ",' "((- of the 2ue3on Cit/

Regional Trial Court' 0ranh &"1 is here6/ R?INST$T?D insofar as it disisses the ation for resission of the Deed of $6solute Sale dated Septe6er 4' "((7 and orders the pa/ent of

onthl/ rentals of 8"'777+77 per onth rekoned fro .a/ "((7 up to the tie respondents

leave the preises+

SO ORDERED.

DI*?ST

Rosenor v+ 8aterno In9uing ;Resissi6le Contrat>

:ats 8aterno In9uing' Irene *uillero' :rederio 0antugan' :ernando.ag6anua' and @i3a

Tiango' herein respondents' averred thatthe/ are the lessees' sine "(1"' of a two)stor/

residential lapartent loated at Toas .orato $ve+' 2ue3on Cit/ owned 6/ the spouses

:austino and Cresenia Tiango+

The lease was not overed 6/ a ontrat and the lessees were assured 6/ the SpousesTiango that the/ had the pre)eptive right to purhase the propert/ if ever there was a deision

to sell it+

Bpon the death of the Spouses Tiango in "(15' the anageent of the propert/ was

aduated to their heirs who were represented 6/ ?ufroina de @eon+ The lessess was allegedl/

proised the sae pre)eptive rights to purhase 6/ the heirs of the spouses Tiango+

http://sc.judiciary.gov.ph/jurisprudence/2001/mar2001/140479.htm#_edn34http://sc.judiciary.gov.ph/jurisprudence/2001/mar2001/140479.htm#_edn34http://sc.judiciary.gov.ph/jurisprudence/2001/mar2001/140479.htm#_edn35http://sc.judiciary.gov.ph/jurisprudence/2001/mar2001/140479.htm#_edn34http://sc.judiciary.gov.ph/jurisprudence/2001/mar2001/140479.htm#_edn35


13/15

In %une "((7' the lessees reeived a letter fro a ertain $tt/+?rlinda $guila deanding thatthe/ vaate the preises so that deolition to the 6uilding ould 6e undertaken+ The lessees

refused to vaate+

Thereafter' the/ reeived a letter fro ?ufroina De @eon offering to sell the the propert/

for &'777'777+77 pesos+ The lessees ountered the offer 6/ offering to 6u/ the propert/ for

"'777'777pesos+ However' no answer was given 6/ De @eon to aept the offer+

However' in Nove6er "((7' Rene %oa9uin' ae to the leased preises introduinghiself as the new owner+

In %anuar/ "(("' the lessees again reeived another letter fro$tt/+ $guila deanding that

the/ vaate the preises+ $nd thereafter' the/ reeived a letter fro De @eon advising the thatthe heirs had alread/ sold the propert/ to Rosenor+

The lessees' later on' reeived a op/ of the Deed of Sale 6etween De @eon and Rosenor+The/ disovered that the sale took plae on Septe6er "((7 while the offer 6/ De @eon

happened a onth later in Oto6er "((7+

The lessees offered to rei6urse De @eon the selling prie 6ut the/ were refused+ The/ then

filed an ation' aong others' for the resission of the Deed of $6solute Sale 6etween De @eon

and Rosenor+

The RTC disissed the oplaint holding that the right of first refusal of the lessees was

erel/ and oral one and was thus unenforea6le 6/ virtue of the statute of frauds+


14/15

The C$ reversed the deision of the RTC and ordered' aong others' the resission of the

Deed of $6solute Sale and for the heirs to afford the lessees to eerise their rights of first

refusal+

Hene' the present petition wherein Rosenor and Rene %oa9uinraise the following errorsA

I+TH? C$ *R$V?@ ?RR?D GH?N IT ORD?R?D TH?R?SCISSION O: TH? D??DO: $0SO@BT? S$@?

II+ TH? C$ CO..ITT?D .$NI:?ST ?RROR IN .$ND$TIN*TH$T D? @?ON

$::ORD TH? R?S8OND?NTS TH?O88ORTBNIT TO ?J?RCIS? TH?IR RI*HT O::IRSTR?:BS$@

III+ TH? C$ *RI?VOBS@ ?RR?D IN CONC@BDIN* TH$TR?S8OND?NTS H$V?

?ST$0@ISH?D TH?IR RI*HT O:

:IRST R?:BS$@ D?S8IT? 8?TITION?RSE R?@I$NC? ON

TH?IR D?:?NS? 0$S?D ON TH? ST$TBT? O: :R$BDS+

IssuesA

GON the oral ontrat for the rights of first refusal of the lesseesE was valid'

GON the respondents have proven their right of first refusal' and

GON the resission of the Deed of $6solute Sale was proper

:irst Issue

0oth the RTC and the C$ 6ased their deisions on the statue of frauds+ The RTC ruled that'

6eing onl/ oral' the right of refusal of the lessees was unenforea6le+ The C$' on the other hand'

lais that the statute of frauds governs the said right+

However' the right of first refusal is not aong those listed unenforea6le under the statue of frauds+ 8aragraph &;e> of $rtile "47, of the Civil Code onl/ entions a perfeted ontrat of sale of real propert/+ $ right of first refusal is not a perfeted ontrat of sale of real propert/+


15/15

$nd' also' the Court has also previousl/ held that not allagreeents affeting land ust 6e

put into writing to attain enforea6ilit/+

Seond Issue

The Court agrees with the C$ that the lessee)respondents have proven the eistene of their

right of first refusal+

$ll respondents have individuall/ and uniforl/ testified that the/ were proised 6/ the

late Spouses Tiango and' later on' 6/ their heirs a right of first refusal over the propert/ the/were leasing+

:urtherore' the at 6/ De @eon of offering to sell the propert/ tothe lessees verifies that theheirs reogni3e the eistene of the right of first refusal+

$lso' the petitioners did not present evidene that the rights of first refusal did not eist+

Third Issue

The ourt entioned four ases in relation to the third issue+

In the first ases' the ourt held in

*u3an' 0oaling and Co' In+ vs+ 0onnevie that a Contrat of Sale was not voida6le 6utresissi6le+ Bnder $rtile ",7 to "," ;paragraph ,> of the Civil Code' a ontrat otherwise

valid a/ nonetheless 6e su6se9uentl/ 6e resinded 6/ reason of inur/ to third persons' like

reditors right of first refusal

47.rosenlor development v. paterno inquing

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