GUZMAN, BOCALING
& CO., petitioner, vs. RAOUL S.V. BONNEVIE, respondentG.R. No. 86150 | March 2, 1992
FACTS:
Africa Valdez de Reynoso, the administratrix of the Intestate
Estate of Jose L. Reynoso, leased a 600 sq. m. of land with 2 building
constructed thereon, to Raoul S. Bonnevie and Christopher Bonnevie for a period
of 1 year beginning Aug. 8, 1976 at a monthly rental of P4,000.00.
The Contract of lease contained the following stipulation:
“In case the LESSOR desires or decides to sell the leased property,
the LESSEES shall be given a first priority to purchase the same, all things
and considerations being equal.”
On November 3, 1976, Reynoso notified private respondents
that she was selling the leased premises and was giving them 30 days to exercise
their right of first priority to purchase the subject property. She said that
in the event that they did not exercise the said right, she would expect them
to vacate the property not later than March 1977. In view of their failure to
exercise their right of first priority, Reynoso sent another letter notifying
the respondents that she has already sold the property.
Private respondents denied receiving her letter dated Nov.
3, 1976 and that they had advised her agent to inform them officially should
she decide to sell the property so negotiations could be initiated; and that
they were “constrained to refuse (her) request for the termination of the
lease.”
On March 7, 1977, the leased premises were formally sold to
petitioner Guzman, Bocaling & Co. The Contract of Sale provided for
immediate payment of P137,500.00 on the purchase price, the balance of
P262,500.00 to be paid only when the premises were vacated.
On April 12, 1977, Reynoso wrote a letter to the private respondents
demanding that they vacate the premises within 15 days for their failure to pay
the rentals for four months. When they refused, Reynoso filed a complaint for ejectment
against them.
While the ejectment case was pending, private respondents
filed an action for annulment of the sale between Reynoso and herein petitioner
Guzman, Bocaling & Co. They also asked that Reynoso be required to sell the
property to them under the same terms and conditions agreed upon in the Contract
of Sale in favor of the petitioner.
ISSUE:
Was there a violation of respondent’s right of first
priority
RULING:
Even if the letter had indeed been sent to and received by the
private respondents and they did not exercise their right of first priority, Reynoso
would still be guilty of violating Paragraph 20 of the Contract of Lease which specifically
stated that the private respondents could exercise the right of first priority,
“all things and conditions being equal.” The Court reads this to mean that
there should be identity of the terms and conditions to be offered to the Bonnevies
and all other prospective buyers, with the Bonnevies to enjoy the right of
first priority.
The selling price quoted to the Bonnevies was P600,000.00,
to be fully paid in cash less only the mortgage lien of P100,000.00. On the
other hand, the selling price offered to and accepted by the petitioner was
only P400,000.00, and only P137,500.00 was paid in cash while the balance of
P272,500.00 was to be paid “when the property (was) cleared of tenants or
occupants.”
The fact that the Bonnevies had financial problems at that
time was no justification for denying them the first option to buy the subject property.
Even if the Bonnevies could not buy it at the price quoted, Reynoso could not
sell it to another for a lower price and under more favorable terms and
conditions. Only if the Bonnevies failed to exercise their right of first priority
could Reynoso lawfully sell the subject property to others, and at that only
under the same terms and conditions offered to the Bonnevies.
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