Contract to Sell; Acceptance; Right of First Refusal (1991)

A is the lessee of an apartment owned by Y. A allowed his married but employed daughter B,
whose husband works in Kuwait, to occupy it. The relationship between Y and A soured. Since
he has no reason at all to eject A, Y, in connivance with the City Engineer, secured from the
latter an order for the demolition of the building. A immediately filed an action in the Regional
Trial Court to annul the order and to enjoin its enforcement. Y and A were able to forge a
compromise agreement under which A agreed to a twenty percent (20%) increase in the monthly
rentals. They further agreed that the lease will expire two (2) years later and that in the event that
Y would sell the property, either A or his daughter B shall have the right of first refusal. The
Compromise Agreement was approved by the court. Six (6) months before the expiration of the
lease, A died. Y sold the property to the Visorro Realty Corp. without notifying B. B then filed
an action to rescind the sale in favor of the corporation and to compel Y to sell the property to
her since under the Compromise Agreement, she was given the right of first refusal which, she
maintains is a stipulation pour atrui under Article 1311 of the Civil Code. Is she correct?

SUGGESTED ANSWER:

B is not correct. Her action cannot prosper. Article 1311 requires that the third person intended to
be benefited must communicate his acceptance to the obligor before the revocation. There is no
showing that B manifested her acceptance to Y at any time before the death of A and before the
sale. Hence, B cannot enforce any right under the alleged stipulation pour atrui.