G.R. No. 168325, 13 December 2010


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.


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.


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 When the offerer has allowed the offeree a certain period to accept, the offer may be withdrawn at any time before acceptance by communicating such withdrawal, except when the option is founded upon a consideration, as something paid or promised.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.

 * Case digest by Suzeyne Garcia, LLB-1, Andres Bonifacio Law School, SY 2017-2018