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Tuazon vs.

Del Rosario-Suarez and effective at the time she decided to sell the subject lot to the De Leons
G.R. No. 168325 : December 8, 2010 because the same was not accepted by Roberto.
7. The CA affirmed, hence this petition.

ROBERTO D. TUAZON, Petitioner, v. ISSUE:

LOURDES Q. DEL ROSARIO-SUAREZ, CATALINA R. SUAREZ-DE LEON, WILFREDO DE Whether or not Respondent violated Petitioners right to buy subject property under
LEON, MIGUEL LUIS S. DE LEON, ROMMEL LEE S. DE LEON, and GUILLERMA L. the principle of "right of first refusal"
SANDICO-SILVA, as attorney-in-fact of the defendants, except Lourdes Q. Del Rosario-
Suarez, Respondents.
RULING:
No. It was merely an option contract.
RULING: WHEREFORE, the instant petition for review on certiorari is DENIED. The assailed
Decision of the Court of Appeals in CA-G.R. CV No. 78870, which affirmed the Decision RATIO
dated November 18, 2002 of the Regional Trial Court, Branch 101, Quezon City in Civil Case
No. Q-00-42338 is AFFIRMED. 1. This case involves an option contract and not a contract of a right of first
refusal. An option contract is entirely different and distinct from a right of
DOCTRINE: An option contract is entirely different and distinct from a right of first refusal in first refusal in that in the former, the option granted to the offeree is for a
that in the former, the option granted to the offeree is for a fixed period and at a determined fixed period and at a determined price.
price. It is clear that the offer embodies an option contract as it grants Roberto a fixed period of
2. It is clear that the offer embodies an option contract as it grants Roberto a
only two years to buy the subject property at a price certain ofP37,541,000.00.
fixed period of only two years to buy the subject property at a price certain
of P37,541,000.00.
3. It is undisputed that Roberto did not accept the terms stated in the letter
FACTS
of Lourdes as he negotiated for a much lower price.
1. Respondent Lourdes Q. Del Rosario-Suarez was the owner of a parcel of land 4. Robertos act of negotiating for a much lower price was a counter-offer and
in Quezon City. Petitioner Roberto D. Tuazon and Lourdes executed a is therefore not an acceptance of the offer of Lourdes.
Contract of Lease over the land for a period of three years. 5. The counter-offer of Roberto for a much lower price was not accepted by
2. During the effectivity of the lease, Lourdes sent a letter to Roberto where she Lourdes. There is therefore no contract that was perfected between them
offered to sell to the latter subject parcel of land. She pegged the price at with regard to the sale of subject property.
P37,541,000.00 and gave him two years to decide on the offer. 6. Roberto, thus, does not have any right to demand that the property be
3. More than four months after the expiration of the Contract of Lease, Lourdes sold to him at the price for which it was sold to the De Leons neither does
sold subject parcel of land to the De Leons. The new owners notified Roberto he have the right to demand that said sale to the De Leons be annulled.
to vacate the premises.
4. Roberto refused hence, the De Leons filed a complaint for Unlawful Detainer
against him. The MeTC rendered a Decision ordering Roberto to vacate the
property for non-payment of rentals and expiration of the contract.
5. While the ejectment case was on appeal, Roberto filed with the RTC of
Quezon City a Complaint for Annulment of Deed of Absolute Sale,
Reconveyance, Damages and Application for Preliminary Injunction against
Lourdes and the De Leons.
6. The court declared the Deed of Absolute Sale made by Lourdes in favor of
the De Leons as valid and binding. The offer made by Lourdes to Roberto did
not ripen into a contract to sell because the price offered by the former was
not acceptable to the latter. The offer made by Lourdesis no longer binding