RIVIERA FILIPINA, INC., petitioner, vs. COURT OF APPEALS, JUAN L. REYES, (now dee!

sed", s#$stit#ted $%
&is &eirs, n!'e(%, Este)!ni! *. Re%es, J#!nit! R. de (! Ros!, J#!n *. Re%es, Jr. !nd Fide( *. Re%es, P+ILIPPINE
CYPRESS CONSTRUCTION , -EVELOP.ENT CORPORATION, CORN+ILL TRA-IN/ CORPORATION
!nd UR*AN -EVELOP.ENT *AN0, respondents.
[G.R. No. 117355. April 5, 2002.]
F!ts1
In 1982, respondent Juan L. Reyes executed a Contract of Lease with Right of First Refusa with Ri!iera Fiipina, Inc.
in!o!ing a parce of and ocated aong "#$%, &ue'on City. $u(se)uenty, the said and was extra*udiciay forecosed (y
+rudentia ,an-. .o redee/ the su(*ect property, Reyes offered to se the su(*ect property to Ri!iera (ut there was a
disagree/ent as to the price. In 1988, Reyes offered the su(*ect property to Roando +. .ra(ao, +resident of Cypress
Construction 0 #e!eop/ent Corporation. .he foowing day, .ra(ao (argained for +1,233.33 per s)uare /eter. Reyes
accepted the sa/e. 4owe!er, since .ra(ao did not ha!e the a/ount at that /o/ent, Reyes tod hi/ to oo- for a partner
for that purpose. In January 1989, Reyes decided to approach anew Ri!iera (ut the atter insisted on his offer of +1,333
ony. In Fe(ruary 1989, Cypress and its partner, Cornhi .rading Corporation, were a(e to co/e up with the a/ount
sufficient to co!er the rede/ption /oney, with which Reyes paid to the +rudentia ,an-. .hereafter, Ri!iera cai/ed that its
right of first refusa under the ease contract was !ioated, thus, it fied a suit to co/pe Reyes, Cypress, Cornhi and 5r(an
#e!eop/ent ,an- to transfer the disputed tite of the and in its fa!or upon pay/ent of the price paid (y Cypress and
Cornhi. %fter tria, the court a )uo dis/issed the co/paint as we as the countercai/s and cross6cai/s. 7n appea, the
appeate court affir/ed the decision of the tria court in its entirety. 4ence, this petition.
Iss#e1
8hether the Right of First Refusal of the essee Ri!iera was disregarded and !ioated (y Reyes (y the atter9s sae of the
su(*ect property to Cypress and Cornhi.
R#(in21
In order to ha!e fu co/piance with the contractua right granting petitioner the first option to purchase, the sae of the
properties for the price for which they were finay sod to a third person shoud ha!e i-ewise (een first offered to the
for/er. Further, there shoud (e identity of ter/s and conditions to (e offered to the (uyer hoding a right of first refusa if
such right is not to (e rendered iusory. Lasty, the (asis of the right of first refusa /ust (e the current offer to se of the
seer or offer to purchase of any prospecti!e (uyer. .hus, the pre!aiing doctrine is that a right of first refusa /eans
identity of ter/s and conditions to (e offered to the essee and a other prospecti!e (uyers and a contract of sae entered
into in !ioation of a right of first refusa of another person, whie !aid, is rescissi(e.
%s ceary shown (y the records and transcripts of the case, the actions of the parties to the contract of ease, Reyes and
Ri!iera, shaped their understanding and interpretation of the ease pro!ision :right of first refusa: to /ean si/py that
shoud the essor Reyes decide to se the eased property during the ter/ of the ease, such sae shoud first (e offered to the
essee Ri!iera. In the case at (ar, the Right of First Refusa was propery co/pied with (y the essor.