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The Evolution of The Right of First Refusal

The document discusses four cases related to the evolution of the right of first refusal in the Philippines. It examines whether the right requires separate consideration, and what remedies are available against disregarding the right. The cases found that the right does not need separate consideration when included in a broader contract. Available remedies include damages, rescission of fraudulent sales, or offering the property to the original grantee under reasonable terms.

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Robby Delgado
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85 views2 pages

The Evolution of The Right of First Refusal

The document discusses four cases related to the evolution of the right of first refusal in the Philippines. It examines whether the right requires separate consideration, and what remedies are available against disregarding the right. The cases found that the right does not need separate consideration when included in a broader contract. Available remedies include damages, rescission of fraudulent sales, or offering the property to the original grantee under reasonable terms.

Uploaded by

Robby Delgado
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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THE EVOLUTION OF THE RIGHT OF FIRST REFUSAL

Case Title Nature of the Does it Require a Remedy


Right of First Separate and Against
Refusal Distinct Disregard of
Consideration? the Right of
First Refusal
Ang Yu Asuncion Not an offer nor If it is a mere offer, Damages.
vs. Court of an option no consideration. Reason: Specific
Appeals, G.R. No. because only the The offer can be Performance is
109125, object is certain. withdrawn before not proper
December 2, 1994 In an offer or acceptance. because there is
option, the object no perfected
and the price are contract yet
pre-determined.
The right of first
refusal depends
on the intention
of the grantor to
sell and to the
terms to firmed
up later
Equitorial Realty The stipulation is The consideration Rescission of
Devt. vs. Mayfair part and parcel of is built into the the fraudulent
Theater, G.R. No. the entire reciprocal sale (accion
106063, contract of lease. obligations of the pauliana). Then,
November 21, The consideration parties compel the
1996 for the lease lessor-grantor
includes the to sell the
consideration for property to the
the right of first lessee-grantee
refusal. at the price at
which the
property was
sold to the third
person. The
appreciation of
the value of the
property shall
not be
considered to
1
prevent unjust
enrichment on
the part of the
seller.
Rosencor vs. Not a perfected No ruling on the Rescission not
Inquing, G.R. No. contract of sale; matter proper because
140479, March 8, but a contractual the third-party
2001 grant, not of the buyer is a buyer
sale of the in good faith.
property, but of Rescission
the right of first under Art. 1381
refusal over the proper only
property sought when buyer is
to be sold in bad faith. So,
the remedy is
an action for
damages
against the
seller-grantor of
the right.
Tanay Recreation A right of first The consideration Rescind the sale
Center vs. Fausto, refusal means for the lease then offer the
G.R. No. 140182, identity of terms includes the property to the
April 12, 2005 and conditions to consideration for grantee.
be offered to the the right of first However, the
lessee and all refusal and is built offer to be
other prospective into the reciprocal made should be
buyers. obligations of the under
parties reasonable
terms and
conditions,
taking into
account the fair
market value of
the property at
the time it was
sold to the
buyer.

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