) Delpher Trades Corp vs. IAC in the same hands.

Hence, the private respondent

has no basis for its claim of a right of first refusal
FACTS: under the lease contract.
In 1974, Delfin Pacheco and his sister,
Pelagia Pacheco, were the owners of 27,169
square meters of real estate identified as Lot No.
1095, Malinta Estate, in the Municipality of Polo
(now Valenzuela), Province of Bulacan (now Metro
Manila) which is covered by Transfer Certificate of
Title No. T-4240 of the Bulacan land registry.

On April 3, 1974, the said co-owners leased

to Construction Components International Inc. the
same property and providing 'that during the
existence or after the term of this lease' the lessor
should he decide to sell the property leased shall
first offer the same to the lessee and the latter has
the priority to buy under similar conditions.On
August 3, 1974, lessee Construction Components
International, Inc. assigned its rights and
obligations under the contract of lease in favor of
Hydro Pipes Philippines, Inc. with the signed
conformity and consent of lessors Delfin Pacheco
and Pelagia Pacheco. The contracts of lease, as
well as the assignment of lease were annotated at
the back of the title, as per stipulation of the parties.

On the ground that it was not given the first

option to buy the leased property pursuant to the
proviso in the lease agreement, respondent Hydro
Pipes Philippines, Inc., filed an amended complaint
for reconveyance of Lot. No. 1095 in its favor under
conditions similar to those whereby Delpher Trades
Corporation acquired the property from Pelagia
Pacheco and Delfin Pacheco.

ISSUE:

WON the "Deed of Exchange" of the

properties executed by the Pachecos on the one
hand and the Delpher Trades Corporation on the
other was meant to be a contract of sale.

HELD:

No. The "Deed of Exchange" of property

between the Pachecos and Delpher Trades
Corporation cannot be considered a contract of
sale. There was no transfer of actual ownership
interests by the Pachecos to a third party. The
Pacheco family merely changed their ownership
from one form to another. The ownership remained