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para Aque Kings Enterprises, Inc. vs. Court of Appeals 268 SCRA 727, February 26, 1997
para Aque Kings Enterprises, Inc. vs. Court of Appeals 268 SCRA 727, February 26, 1997
*
G.R. No. 111538. February 26, 1997.
* THIRD DIVISION.
728
729
Same; Same; Same; The basis of the right of first refusal must
be the current offer to sell of the seller or offer to purchase of any
prospective buyer.—From the foregoing, the basis of the right of
first refusal must be the current offer to sell of the seller or offer
to purchase of any prospective buyer. Only after the optionee fails
to exercise its right of first priority under the same terms and
within the period contemplated, could the owner validly offer to
sell the property to a third person, again, under the same terms
as offered to the optionee.
Statutes; Urban Land Reform Law (P.D. 1517); In the absence
of allegations in the complaint that the prerequisites for the
availment of benefits under P.D. 1517 have been complied with,
the complaint fails to state a cause of action.—Without probing
into whether petitioner is rightfully a beneficiary under said law,
suffice it to say that this Court has previously ruled that under
Section 6 of P.D. 1517, “the terms and conditions of the sale in the
exercise of the lessee’s right of first refusal to purchase shall be
determined by the Urban Zone Expropriation and Land
Management Committee. Hence, x x x certain prerequisites must
be complied with by anyone who wishes to avail himself of the
benefits of the decree.” There being no allegation in its complaint
that the prerequisites were complied with, it is clear that the
complaint did fail to state a cause of action on this ground.
Contracts; Assignments; A deed of assignment need not be very
specific as to which rights and obligations were passed on to the
assignee if it is understood in the general provision that all specific
rights and obligations contained in the contract of lease are those
referred to as being assigned.—One of such rights included in the
contract of lease and, therefore, in the assignments of rights was
the lessee’s right of first option or priority to buy the properties
subject of the lease, as provided in paragraph 9 of the assigned
lease contract. The deed of assignment need not be very specific
as to which rights and obligations were passed on to the assignee.
It is understood in the general provision aforequoted that all
specific rights and obligations contained in the contract of lease
are those referred to as being assigned. Needless to state,
respondent Santos gave her unqualified conformity to both
assignments of rights.
Actions; Pleadings and Practice; Motions to Dismiss; While in
the resolution of a motion to dismiss, the truth of the facts alleged
in the complaint are theoretically admitted, such admission is
merely
730
PANGANIBAN, J.:
Do allegations in a complaint showing violation of a
contractual right of “first option or priority to buy the
properties subject of the lease” constitute a valid cause of
action? Is the grantee of such right entitled to be offered
the same terms and conditions as those given to a third
party who eventually bought such properties? In short, is
such right of first refusal enforceable by an action for
specific performance?
731
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732
733
734
735
PRAYER
Plaintiff further prays for other just and equitable reliefs plus
cost of suit.”
736
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737
Issue
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738
decided the same “in a way not in accord with law and
applicable decisions of the Supreme Court”; or that the
Court of Appeals has “sanctioned departure by a trial court
from the accepted and usual course of judicial proceedings”
so as to merit the exercise by this Court of the power of
review under Rule 45 of the Rules of Court. Furthermore,
they reiterate estoppel and laches as grounds for dismissal,
claiming that petitioner’s payment of rentals of the leased
property to respondent Raymundo from June 15, 1989, to
June 30, 1990, was an acknowledgment of the latter’s
status as new owner-lessor of said property, by virtue of
which petitioner is deemed to have waived or abandoned its
first option to purchase.
Private respondents likewise contend that the deed of
assignment of the lease agreement did not include the
assignment of the option to purchase. Respondent
Raymundo further avers that he was not privy to the
contract of lease, being neither the lessor nor lessee
adverted to therein, hence he could not be held liable for
violation thereof.
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10 Soriano vs. Court of Appeals, 222 SCRA 545, May 25, 1993. See also
Goulds Pumps (Phils.), Inc. vs. Court of Appeals, 224 SCRA 127, June 30,
1993; Insular Bank of Asia and America vs. Court of Appeals, 228 SCRA
420, December 14, 1993.
739
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740
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13 Ibid.
14 Rava Development Corporation vs. Court of Appeals, 211 SCRA 143,
July 3, 1992.
15 Dulay, supra.
741
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742
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** In this Decision, we have used right of “first option” and right of “first
refusal” interchangeably—only because the subject contract so used them
interchangeably. However, we are not unmindful of the fact that legally,
an “option” is different from the “right of first refusal.”
17 G.R. No. 106063, November 21, 1996. See also the Concurring
Opinion of the undersigned ponente on why and under what circumstances
a right of first refusal may be enforced by an action for specific
performance.
743
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744
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19 Lagmay vs. Court of Appeals, 199 SCRA 501, July 23, 1991.
20 Rollo, p. 37.
21 Rollo, p. 40.
745
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746
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23 Home Savings Bank vs. Court of Appeals, 237 SCRA 360, October 6,
1994.
747
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