Professional Documents
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According to the Supreme Court ruling of Rosencor v Inquing, the right of first
refusal is not covered by the statute of frauds as it is not a contract listed under Article
1403 (par. 2) of the Civil Code of the Philippines.
Thus, Jaysan’s contention that Jojo’s right of first is refusal is unenforceable,
since it was not in a written contract, is incorrect.
5.A. Adolph may file an action for rescission of the contract between Manny and
Onyok.
Under Article 1381 (3) of the Civil Code of the Philippines, the contract which is
undertaken in fraud of creditors is rescissible, it is a safeguard for the creditor who is
prejudiced by the act of his debtor.
In this case, Onyok entered into a contract with Manny even though he knew
that he does not have the means to pay the latter since the money should have been
paid to Adolph. Thus, Adolph could file a case for rescission of contract of Manny and
Onyok.
B. Manny can invoke Article 1385 of the Civil Code of the Philippines.
Under this article, those who are not in bad faith and legally obtained the object
of the contract shall not be affected by rescission of the contract.
In this case, Manny did not know that Onyok had an ongoing case filed against
him, thus Manny legally obtained the money without bad faith through Onyok, which in
turn is not actionable due to the facts of the case.
6. Super Cars Inc.’s contention is incorrect.
According to the ruling of COMGLASCO v Santos Car Check Center, Article 1267
of the Civil Code of the Philippines does not apply to payment of rentals, as lease
payments are not under the prestation of ‘to do”. This article covers only services which
have become so difficult to render, thus the obligor may be released in whole or in part.
In this case, the lease payments is under the prestation of “to give”, which is not
covered under Article 1267. Thus, Super Car Inc.’s contention is incorrect.