By: Gregorio M. Batiller, Jr.
AN ORAL RIGHT OF FIRST REFUSAL
This is another of those Supreme Court decisions with its twists and turns
that leaves a reader more confused after having read same.
A, B and C originally instituted a suit for annulment of sale against R Corp.
(the buyer and its President, X) and Y (the Seller). The complaint was later
amended to one for rescission of an absolute deed of sale.
A, B, and C claimed that as early as 1971 they have been the lessees of a
two (2) storey residential apartment located in Quezon City which is owned by
the Spouses T, predecessors in interest of Y. The lease was NOT covered by any
contract. The lessees A, B and C were allegedly granted a verbal pre-emptive
right to purchase the property by the Spouses T if they should decide to sell
Upon the death of lessors Spouses T, management of the property was
assumed by Y as representative of the heirs. A, B, and C were allegedly
promised the same pre-emptive right by the heirs of the Spouses T since they
had knowledge that their predecessors had extended said right to A, B and C.
In 1990, Y caused to be served on them a demand to vacate advising
that the building was to be demolished. A, B, and C refused to vacate.
Thereafter, they received another letter from Y offering to sell them the building
A, B and C counter offered for P1M. Since then, they never heard from Y
until sometime November 1990 when a certain Mr. X came to the leased
premises to announce that he and R Corp. were the new owners of same.
In March 1991, the lessees received another letter, this time from counsel
of R Corp. and X advising that his clients had acquired the building from the
Heirs of Spouses T.
After some time and more incidents arising from attempts of the new
owners to demolish the building, lessees obtained a copy of the pertinent deed
of sale whereat it was made to appear that the property was sold to R Corp. for
only P726,000. So le