Case Digest: Tuazon vs. Suarez

G.R. No. 168325 : December 8, 2010

ROBERTO D. TUAZON, Petitioner, v. LOURDES Q. DEL ROSARIO-SUAREZ, CATALINA R. SUAREZ-DE LEON, WILFREDO DE LEON, MIGUEL LUIS S. DE LEON, ROMMEL LEE S. DE LEON, and GUILLERMA L. SANDICO-SILVA, as attorney-in-fact of the defendants, except Lourdes Q. Del Rosario-Suarez, Respondents.



Respondent Lourdes Q. Del Rosario-Suarez was the owner of a parcel of land. Petitioner Roberto D. Tuazon and Lourdes executed a Contract of Lease over the parcel of land for a period of three years.During the effectivity of the lease,Lourdes sent a letterto Roberto where she offered to sell to the latter subject parcel of land.She gave him two years from January 2, 1995 to decide on the said offer. On June 19, 1997, or more than four months after the expiration of the Contract of Lease, Lourdes sold subject parcel of land to her only child, Catalina Suarez-De Leon, her son-in-law Wilfredo De Leon, and her two grandsons, Miguel Luis S. De Leon and Rommel S. De Leon as evidenced by a Deed of Absolute Saleexecuted by the parties.The new owners through their attorney-in-fact, Guillerma S. Silva, notified Roberto to vacate the premises.Roberto refused hence, the De Leons filed a complaint for Unlawful Detainer before the MeTCagainsthim.TheMeTC rendered a Decision ordering Roberto to vacate the property for non-payment of rentals and expiration of the contract. While the ejectment case was on appeal, Roberto filed with the RTC a Complaintfor Annulment of Deed of Absolute Sale, Reconveyance, Damages and Application for Preliminary Injunction againstLourdesand the De Leons.On November 13, 2000, Roberto filed a Notice ofLisPendenswith the Registry of Deeds of Quezon City. The RTC rendered a Decision declaring the Deed of Absolute Sale made byLourdesin favor of the De Leons as valid and binding.On appeal, the CA affirmed the Decision of the RTC.

ISSUE: Whether or not Lourdes violated Robertos right to buy the subject property under the principle of right of first refusal by not giving him notice and the opportunity to buy the property under the same terms and conditions.

HELD: Court of Appeals decision is affirmed.

CIVIL LAW: contract of a right of first refusal v. option contract

An option contract is entirely different and distinct from a right of first refusal in that in the former, the option granted to the offeree is for a fixed period and at a determined price.Lacking these two essential requisites, what is involved is only a right of first refusal.

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 anytime before acceptance; if it is founded upon a consideration, the offeror cannot withdraw his offer before the lapse of the period agreed upon. The second paragraph of Article 1479 declares that 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.

In this case, it is undisputed that Roberto did not accept the terms stated in the letter ofLourdesas he negotiated for a much lower price. Robertos act of negotiating for a much lower price was a counter-offer and is therefore not an acceptance of the offer ofLourdes.Article 1319 of the Civil Code provides:Consentis manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and theacceptance absolute. A Qualified Acceptance Constitutes A counter-offer.

The counter-offer of Roberto for a much lower price was not accepted byLourdes. There is therefore no contract that was perfected between them with regard to the sale of subject property.Roberto, thus, does not have any right to demand that the property be sold to him at the price for which it was sold to the De Leons neither does he have the right to demand that said sale to the De Leons be annulled.

Moreover, even if the offer ofLourdeswas accepted by Roberto, still the former is not bound thereby because of the absence of a consideration distinct and separate from the price.The argument of Roberto that the separate consideration was the liberality on the part of Lourdes Cannot Stand.A perusal of the letter-offer of Lourdes would show that what drove her to offer the property to Roberto was her immediate need for funds as she was already very old.Offering the property to Roberto was not an act of liberality on the part of Lourdes but was a simple matter of convenience and practicality as he was the one most likely to buy the property at that time as he was then leasing the same.

The petition for review on certiorari is DENIED.