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    Tuazon v. Del Rosario

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    Pepper Potts
    The Supreme Court ruled that the lessee lost his right to buy the property when he failed to accept the offer to purchase the property within the stipulated period. Specifically, the Court found that the lessor's letter offering to sell the property to the lessee for a definite price within two years constituted an option contract rather than a right of first refusal. Under the Civil Code, an option contract without consideration can be withdrawn by the offeror at any time before acceptance, which occurred here when the lessee did not accept within the two-year period. Therefore, the lessee no longer had the right to purchase the property when the lessor sold it to a third party after the expiration of both the lease agreement and option period

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    Tuazon v. Del Rosario

    Uploaded by

    Pepper Potts
    105 views1 page
    The Supreme Court ruled that the lessee lost his right to buy the property when he failed to accept the offer to purchase the property within the stipulated period. Specifically, the Court found that the lessor's letter offering to sell the property to the lessee for a definite price within two years constituted an option contract rather than a right of first refusal. Under the Civil Code, an option contract without consideration can be withdrawn by the offeror at any time before acceptance, which occurred here when the lessee did not accept within the two-year period. Therefore, the lessee no longer had the right to purchase the property when the lessor sold it to a third party after the expiration of both the lease agreement and option period

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    Case Digest

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    The Supreme Court ruled that the lessee lost his right to buy the property when he failed to accept the offer to purchase the property within the stipulated period. Specifically, the Court found that the lessor's letter offering to sell the property to the lessee for a definite price within two years constituted an option contract rather than a right of first refusal. Under the Civil Code, an option contract without consideration can be withdrawn by the offeror at any time before acceptance, which occurred here when the lessee did not accept within the two-year period. Therefore, the lessee no longer had the right to purchase the property when the lessor sold it to a third party after the expiration of both the lease agreement and option period

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    105 views1 page

    Tuazon v. Del Rosario

    Uploaded by

    Pepper Potts
    The Supreme Court ruled that the lessee lost his right to buy the property when he failed to accept the offer to purchase the property within the stipulated period. Specifically, the Court found that the lessor's letter offering to sell the property to the lessee for a definite price within two years constituted an option contract rather than a right of first refusal. Under the Civil Code, an option contract without consideration can be withdrawn by the offeror at any time before acceptance, which occurred here when the lessee did not accept within the two-year period. Therefore, the lessee no longer had the right to purchase the property when the lessor sold it to a third party after the expiration of both the lease agreement and option period

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    TUAZON V.

    DEL ROSARIO-SUAREZ
    G.R. No. 168325, 13 December 2010

    FACTS:

    Petitioner and respondent entered into a Contract of Lease, wherein


    petitioner, Tuazon, will occupy the parcel of land owned by respondent, Del
    Rosario-Suarez, for a period of three years. During the effectivity of the lease,
    respondent sent a letter to the petitioner offering to sell the parcel of land. She
    pegged the price at P37,541,000.00 and gave him two years from January 2, 1995
    to decide on the said offer. On June 19, 1997, four months after the expiration of
    the Contract of Lease, respondent sold the land to Catalina Suarez-De Leon, et
    al. The new owners notified the petitioner to vacate the premises on the grounds
    of non-payment of rentals and expiration of the Contract of Lease. Petitioner
    claims that respondent violated his right to buy subject property under the
    principle of right of first refusal by not giving him notice and the opportunity to by
    the property. Respondent contended that the principle of right of first refusal is
    unavailing in this case. It is a contract of option which was not perfected due to
    the failure of acceptance on the part of the respondent.
    ISSUE:

    WON a lessee loses his right to buy the property upon failure to accept an
    offer or to purchase on time within the period stipulated.
    HELD:
    YES. The case indeed involves an option contract and not a contract of a
    right of first refusal. What is involved here is a separate and distinct offer made by
    Lourdes through a letter dated January 2, 1995 wherein she is selling the leased
    property to Roberto for a definite price and which gave the latter a definite
    period for acceptance. Roberto was not given a right of first refusal. The letter-
    offer of Lourdes did not form part of the Lease Contract because it was made
    more than six months after the commencement of the lease. It is an option
    contract, the rules applicable are found in Articles 1324 and 1479 of the Civil Code
    which provides: Art. 1324. When the offerer has allowed the offeree a certain
    period to accept, the offer may be withdrawn at any time before acceptance
    by communicating such withdrawal, except when the option is founded upon a
    consideration, as something paid or promised.Art. 1479. A promise to buy and sell
    a determinate thing for a price certain is reciprocally demandable.

    An accepted unilateral promise to buy or to sell a determinate thing for a price


    certain is binding upon the promissor if the promise is supported by a
    consideration distinct from the price.

    It is clear from the provision of Article 1324 that there is a great difference between
    the effect of an option which is without a consideration from one which is
    founded upon a consideration. If the option is without any consideration, the
    offeror may withdraw his offer by communicating such withdrawal to the offeree
    at any time before acceptance; if it is founded upon a consideration, the offeror
    cannot withdraw his offer before the lapse of the period agreed upon.

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