NOTES ON

HOW TO WRITE A RESEARCH MEMORANDUM

A. Kinds of Memoranda

There are three kinds of memoranda: trial briefs, memoranda for the courts,
and research memoranda.

The trial brief is a memorandum of all the information that a lawyer may
need for trials, such as case summary, issues, digests of pleadings filed,
names of witnesses of both parties and their expected testimony, and a list
of exhibits (documentary and physical).

The memorandum for the court is a memorandum on specific questions

of law filed on the court's order in support or opposition to a motion, offer
of evidence, demurrer, or the main case.

The research memorandum is a memorandum on the issues of facts and

law in a given case or referral used to prepare an opinion letter or formulate
the case theory or strategy. It is a document that provides information
about a referral or case matter. It is objective, specific, and complete.

One of the first assignments of a new lawyer is usually writing a research

memorandum (Memorandum of Facts and Law) for a senior member of a
private law firm or government office.

A research memorandum is helpful in any of the following:

a. preparation of a legal opinion,

b. formulation of the case theory,
c. drafting of a motion pleading, or brief, or
d. choosing a course of action.

B. Form of Research Memoranda

Unlike documents filed in court, research memoranda do not follow a rigid
format. A research memorandum follows the standard form used or
developed in the law or government office. Typically, this will include the
following: the heading, issue(s), brief answer(s), statement of facts,
applicable laws and cases, analysis, and conclusion.

1. HEADING

The heading identifies the document, the person for whom the
memorandum is prepared, the person who drafted it, the subject matter, and
the date.

Examples:

Case 1

Memorandum of Facts and Law

For: Atty. Jose C. Tan

From: Atty. Peter M. Marquez
Re: Ditas Reyes v. Judge Bernard Crisostomo
Date: September 7, 2021

Memorandum

For: JCT
From: PMM
Re: Mr. Ang v. Good Property Corporation and
Gladiator Realty
DATE: August 24, 2022
2. ISSUE(S)

This section states the issues or questions that the memorandum will
address. They usually are in question format. Although yes or no questions
are preferable, the questions do not need to begin with whether.

Issues should neither be too broad nor too abstract. Each issue must relate
to the client's situation or concerns.

Present your issues correctly, clearly, and concisely. The main issues are
the parties' claims, but you may add other issues you find appropriate.

Examples:

Case 1

a. Did Judge Crisostomo violate Article 1491 of the Civil Code when he
purchased Lot No. 1184-E, one of the properties involved in Civil Case
No. 45678, after the case had become final?

b. Did he violate the Anti-Graft and Corrupt Practices Act by associating

himself with Traders Corporation as a stockholder and a ranking officer
while he was a judge?

c. Did he violate Section 7 of Republic Act No. 6713, otherwise known as

the “Code of Conduct and Ethical Standards for Public Officials and
Employees?”

d. Did he violate Canons 3 and 25 of the Canons of Judicial Ethics?

Case 2
a. Does a lessee (Mr. Ang) have the right to buy the property leased to
him?

b. Is the right of first refusal similar to an offer to sell, which may be

withdrawn at any time before it is accepted?

c. Is the right of first refusal stipulated in a lease contract when not

supported by a separate consideration still valid?

d. Is the right of first refusal that does not state the purchase price for the
lot valid?

e. Is Good Property liable for breach of contract by selling the property

to Gladiator Realty without first offering the same to Mr. Ang?

f. What remedies are available to Mr. Ang against Good Property and
Gladiator Realty?

3. BRIEF ANSWER(S)

This section of the memorandum contains the answers to the issues

presented and the reasons for the answers.

The answers are brief- no more than two sentences. There must be one
answer for each issue.

Examples:

Case 1

a. No. The purchase should have taken place during the pendency of the
litigation to be covered by the prohibition.

b. No. Judges are not prohibited from engaging in lawful business or

profession.
c. No. Republic Act 6713 does not apply to the members of the Judiciary.
Being a member of the Judiciary, Judge Crisostomo is covered by Republic
Act No. 296 or the Judiciary Act of 1948 and by Section 7, Article X, 1973
Constitution.

d. Yes. It was, however, improper for Judge Crisostomo to have acquired

the lot. He violated Canon 3 of the Canons of Judicial Ethics.

It was also improper for him to remain a company stockholder in violation

of Canon 25 of the Canons of Judicial Ethics.

Case 2

a. Yes. Mr. Ang has the right to buy the property because of the right of
first refusal stipulated in the Contract of Lease. Although a lessee, as a
rule, has no right to purchase the property leased to him, the lessee will
have the right to do so if the lease contract stipulates a right of first refusal
in his favor.

b. No. Unlike an offer to sell, which may be withdrawn at any time before
it is accepted, a right of first refusal stipulated in a lease contract cannot be
withdrawn.

c. Yes. The right of first refusal stipulated in a lease contract does not need
a consideration distinct from the price because it is already supported by
the same consideration that supports the lease.

d. Yes. The right of first refusal does not need to fix the purchase price at
the time the right is stipulated. The price is the same purchase price offered
when the owner (lessor) decides to sell the property.

e. Yes. Good Property is liable for breach of contract when it sold the
property to Gladiator Realty without first offering it to Mr. Ang.

f. Mr. Ang may sue for specific performance and damages for the breach.
4. STATEMENT OF FACTS

The statement of facts contains all the facts relevant to the issues or
questions presented. It should be based on what the client or supervisor has
told you, your review of the file, and other information you may have
obtained.

The statement must be neutral and objective. You must include

unfavorable facts. Do not allow your opinion to color your presentation of
the facts. If there is a dispute, have both versions.

The best presentation of a factual statement is narrative, sentence after

sentence, paragraph after paragraph, written in the third person.
Presentation of facts in outline form or bullets is not recommended.

Examples:

Case 1

In 2021, Ditas Reyes charged Judge Bernard Crisostomo with “acts

unbecoming of a judge.”

Judge Crisostomo, then Presiding Judge of the Regional Trial Court of

Malolos, Bulacan, heard and decided a complaint for partition filed by six
plaintiffs against defendant Reyes concerning properties left by Francisco
Reyes, common father of plaintiffs and defendant.

A few months after the finality of the partition, one of the lots was
purchased by a certain Pedro Cruz. After that, Pedro Cruz sold the lot to
Judge Crisostomo.

Judge Crisostomo was also a stockholder and officer of Traders

Corporation, a company doing business in Malolos.
City.

In her complaint against Judge Crisostomo, Ditas alleged, among others,

that:

a. Judge Crisostomo violated Article 1491, paragraph 5 of the New Civil

Code when he purchased a portion of the partitioned property involved in
the case;

b. Judge Crisostomo violated Section 3(h) of the Anti-Graft and Corrupt

Practices Act because he had a pecuniary interest in Traders Corporation, a
company doing business in Malolos City.

c. Judge Crisostomo violated Section 7 of R.A 6713, the “Code of Conduct

and Ethical Standards for Public Officials and Employees,” because he
was a stockholder and officer of Traders Corporation.

d. Judge Crisostomo violated Canons 3 and 25 of the Canons of Judicial

ethics.

Case 2

Mr. Robert Y. Ang entered into a lease contract with Good Property
Corporation on a 2,000-square-meter lot in Quezon City for 20 years at an
annual rental of 20 million pesos. The Contract of Lease was duly
notarized, but it was not recorded in the Registry of Property.
It is provided in the contract that the lessor, Good Property Corporation,
may sell the lot at any time subject only to the lessee's right of first refusal
in case the lessor decides to sell it.
Mr. Ang built a 300 million peso parking building on the lot.
In the eleventh year of the term of the lease, Good Property sold the lot to
Gladiator Realty, Inc. for 200 million pesos. A new transfer certificate of
title was issued in the name of Gladiator Realty.
Subsequently, Architect Nathan Adona of Gladiator Realty sent a letter
informing Mr. Ang that it had bought the lot from Good Property and
demanded that Mr. Ang vacate it within 30 days from notice. However,
Gladiator Realty offered to indemnify Mr. Ang for the depreciated value of
the parking building.
Mr. Ang immediately called Mr. Jose Reyes, General Manager of Good
Property, to complain that the lot should have been offered to him as the
lessee before selling it to a third party.

Mr. Reyes explained that their legal counsel, Atty. Ted Cancio advised
them that Good Property is not legally obliged to offer the lot to Mr. Ang
because:
a. Under the law, a lessee of a property has no right to buy the property
leased;
b. A right of first refusal is like an offer to sell, which may be withdrawn
at any time before it is accepted.
c. An option to buy or a right of first refusal stipulated in a contract of
lease not supported by a consideration distinct from the price is not valid;
and
d. The right of first refusal stipulated in the contract of lease that does not
state the purchase price for the lot is void.

5. APPLICABLE LAWS

This section includes the applicable laws or statutory provisions you will
use as authorities in your memorandum.

Applicable laws should be quoted verbatim or paraphrased.

If the statute or law is short, it is set out in full. If the law is long, cite only
the pertinent parts and consider attaching a copy of the law to the
completed memorandum.

Examples:

Statutory Law

Case 1
a. Paragraph 5, Article 1491 of the New Civil Code prohibits the sale or
assignment of the property, which is the subject of litigation to the
persons disqualified therein. It reads,

Article 1491. The following persons cannot acquire by purchase, even

at a public or judicial auction, either in person or through the
mediation of another:

(5) Justices, judges, prosecuting attorneys, clerks of superior and

inferior courts, and other officers and employees connected with the
administration of justice, the property and rights in litigation or levied
upon an execution before the court within whose jurisdiction or
territory they exercise their respective functions; this prohibition
includes the act of acquiring by assignment and shall apply to lawyers,
with respect to the property and rights which may be the object of any
litigation in which they may take part by virtue of their profession;

b. Section 3(h) of Republic Act No. 3019, or the Anti-Graft and Corrupt
Practices Act, provides:

Section 3. Corrupt practices of public officers. In addition to acts or

omissions of public officers already penalized by existing law, the
following shall constitute corrupt practices of any public officer and
are hereby declared to be unlawful:

(h) Directly or indirectly having a financial or pecuniary interest in any

business, contract, or transaction in connection with which he intervenes
or takes part in his official capacity or in which he is prohibited by the
Constitution or by any law from having any interest.

c. Section 7 of Republic Act No. 6713, otherwise known as the “Code of

Conduct and Ethical Standards for Public Officials and Employees,” reads:

Section 7. Prohibited Acts and Transactions. - In addition to acts and

omissions of public officials and employees now prescribed in the
Constitution and existing laws, the following shall constitute prohibited
 acts and transactions of any public official and employee and are hereby
declared to be unlawful:

(a) Financial and material interest. - Public officials and employees shall
not, directly or indirectly, have any financial or material interest in any
transaction requiring the approval of their office.

(b) Outside employment and other activities related thereto. - Public

officials and employees during their incumbency shall not:

(1) Own, control, manage or accept employment as an officer, employee,

consultant, counsel, broker, agent, trustee, or nominee in any private
enterprise regulated, supervised, or licensed by their office unless
expressly allowed by law;

(2) Engage in the private practice of their profession unless authorized

by the Constitution or law, provided that such practice will not conflict
or tend to conflict with their official functions; or

(3) Recommend any person to any position in a private enterprise which

has a regular or pending official transaction with their office.

These prohibitions shall continue to apply for a period of one (1) year
after resignation, retirement, or separation from public office, except in
the case of subparagraph (b) (2) above, but the professional concerned
cannot practice his profession in connection with any matter before the
office he used to be with, in which case the one-year prohibition shall
likewise apply.

d. Canon 3 of the Canons of Judicial Ethics requires that: "A judge's

official conduct should be free from the appearance of impropriety, and his
personal behavior, not only upon the bench and in the performance of
judicial duties, but also in his everyday life, should be beyond reproach."

e. Canon 25 of the Canons of Judicial Ethics states that “A judge should

abstain from making personal investments in enterprises which are apt to
be involved in litigation in his court; and, after his accession to the bench,
he should not retain such investments previously made, longer than a
period sufficient to enable him to dispose of them without serious loss. It is
desirable that he should, so far as reasonably possible, refrain from all
relations which would normally tend to arouse the suspicion that such
relations warp or bias his judgment or prevent his impartial attitude of
mind in the administration of his judicial duties.”

Case 2

On the validity of the stipulated right of first refusal

Article 1306 of the Civil Code reads, ”The contracting parties may
establish such stipulations, clauses, terms and conditions as they may deem
convenient, provided they are not contrary to law, morals, good customs,
public order, or public policy.”

Article 1159 of the Civil Code reads, “Obligations arising from contracts
have the force of law between the contracting parties and should be
complied with in good faith.”

On the binding effect of the lease on Gladiator Realty

Article 1648 of the Civil Code reads. “Every lease of real estate may be
recorded in the Registry of Property. Unless a lease is recorded, it shall not
be binding upon third persons.”

The first paragraph of Article 1676 of the Civil Code reads, “The
purchaser of a piece of land which is under a lease that is not recorded in
the Registry of Property may terminate the lease, save when there is a
stipulation to the contrary in the contract of lease, or when the purchaser
knows of the existence of the lease.”
On Offer and Acceptance.

Art. 1324. When the offerer has allowed the offeree a certain period to
accept, the offer may be withdrawn at any time before acceptance by
communicating such withdrawal, except when the option is founded upon a
consideration, as something paid or promised.

Art. 1479. A promise to buy and sell a determinate thing for a price certain
is reciprocally demandable.
An accepted unilateral promise to buy or to sell a determinate thing for a
price certain is binding upon the promissor if the promise is supported by a
consideration distinct from the price.

On the liability for damages

Article 19 of the Civil Code reads, “Every person must, in the exercise of
his rights and in the performance of his duties, act with justice, give
everyone his due, and observe honesty and good faith.”
Article 20 of the Civil Code reads, “Every person who, contrary to law,
willfully or negligently causes damage to another, shall indemnify the
latter for the same.”

Art. 1170 of the Civil Code reads, "Those who in the performance of their
obligations are guilty of fraud, negligence, or delay, and those who in any
manner contravene the tenor thereof, are liable for damages."

On Specific Performance and Rescission

Art. 1191. The power to rescind obligations is implied in reciprocal ones in

case one of the obligors should not comply with what is incumbent upon
him.
The injured party may choose between the fulfillment and the rescission of
the obligation, with the payment of damages in either case. He may also
seek rescission even after he has chosen fulfillment, if the latter should
become impossible.
The court shall decree the rescission claimed, unless there be just cause
authorizing the fixing of a period.

This is understood to be without prejudice to the rights of third persons

who have acquired the thing, in accordance with Articles 1385 and 1388
and the Mortgage Law.

Article 1381. The following contracts are rescissible:

(1) Those which are entered into by guardians whenever the wards whom
they represent suffer lesion by more than one-fourth of the value of the
things which are the object thereof;

(2) Those agreed upon in representation of absentees, if the latter suffer the
lesion stated in the preceding number;

(3) Those undertaken in fraud of creditors when the latter cannot in any
other manner collect the claims due them;

(4) Those which refer to things under litigation if they have been entered
into by the defendant without the knowledge and approval of the litigants
or of competent judicial authority;

(5) All other contracts specially declared by law to be subject to rescission.

6. JURISPRUDENCE

Enumerate the cases that you will cite as authorities in your answers and
conclusions. Please use the correct case title and citation. Cite not less than
three cases.

Case 1

Macariola v. Asuncion, A.C.No.133-J (May 31, 1982).

People v. Sandiganbayan, G.R. No. 233063 (February 11, 2019).

Case 2

Tanay Recreation Center and Development Corp. v. Fausto, G.R. NO.

140182 (April 12, 2005).
Riviera Filipina, Inc. v. Court of Appeals, G.R. No. 117355 (April 5,
2002).
Litonjua v. L&R Corporation, G.R. No. 130722 (December 9, 1999).
Parañaque Kings Enterprises, Inc. v. Court of Appeal, February 26,
1997 (268 SCRA 727).
Equatorial Realty Development, Inc. v. Mayfair Theater, Inc., G.R. No.
106063 (November 21, 1996).
Ang Yu Asunción v. Court of Appeals, G.R. No. 109125 (December 2,
1994).
Guzman, Bocaling & Co. v. Bonnevie, G.R. No. 86150 ( March 2, 1992).

6. ANALYSIS

The heart of the memorandum is the analysis or discussion section. This

section analyzes the applicable laws and jurisprudence and how they relate
to the issues.

It explains why specific laws or cases apply or not. The facts of the cases
are compared to the client's particular situation. Authorities that support the
client's position and those against it are discussed.

Direct quotations from cited cases are used when what has been said is so
articulate and apt that paraphrasing would dilute its meaning. Often a
partial quote or a paraphrase is sufficient. Full citation, with pinpoint
citation, must be provided for every quotation or paraphrase.

Examples:
Case 1

a. There was no violation of paragraph 5, Article 1491 of the New Civil

Code. The prohibition in the said Article applies only to the sale or
assignment of the property subject of litigation to the persons disqualified
therein. For the prohibition to operate, the property's sale or assignment
must occur during the pendency of the litigation involving the property.

When Judge Crisostomo purchased the subject property, the decision was
final because none of the parties filed an appeal within the prescribed
period; hence, the lot in question was no longer the subject of litigation.
Furthermore, the judge did not buy the lot directly from the plaintiffs in the
case but from Pedro Cruz, who purchased the same from the plaintiffs after
the finality of the decision (Macariola v. Asuncion, A.C.No.133-J, May
31, 1982).

b. Judge Crisostomo cannot be held liable under Section 3(h) of Republic

Act No. 3019 because there was no showing that he participated or
intervened in his official capacity in the Traders Corporation business or
transactions. The corporation's business has no connection with Judge
Crisostomo’s office.

It is not enough to be a public official to be subject to this crime: it is

necessary that by reason of his office, he has to intervene in said contracts
or transactions; and, hence, the official who intervenes in contracts or
transactions which have no relation to his office cannot commit this crime
(People v. Sandiganbayan, G.R. No. 233063, February 11, 2019).

c. Republic Act No. 6713, otherwise known as the “Code of Conduct and
Ethical Standards for Public Officials and Employees,” approved on
February 20, 1989, does not apply to Judge Crisostomo. He is governed by
the Judiciary Act and Canons of Judicial Ethics.

The Judiciary Act does not contain any prohibition to that effect. As a
matter of fact, under Section 77 of said law, judges may engage in teaching
or other vocation not involving the practice of law after office hours but
with the permission of the district judge concerned.

d. While the Judge did not violate Article 1491 of the New Civil Code in
acquiring a portion of Lot 1184-E, which was previously in litigation in his
court, it was improper for him to have purchased the same.

The basic rule is that “A judge should avoid impropriety and the
appearance of impropriety in all activities.”

Canon 3 of the Canons of Judicial Ethics requires that: "A judge's official
conduct should be free from the appearance of impropriety, and his
personal behavior, not only upon the bench and in the performance of
judicial duties, but also in his everyday life, should be beyond reproach."

One who occupies an exalted position in the judiciary is responsible for

maintaining the faith and trust of the citizenry in the courts of justice. His
actuations must not give cause for doubt and mistrust in the uprightness of
his administration of justice. Judge Crisostomo should have refrained from
buying it for himself to avoid possible suspicion that his acquisition was
related in one way or another to his official actuations in the civil case.

It was also improper for him to remain a stockholder and officer of Traders
Corporation.

Canon 25 of the Canons of Judicial Ethics expressly states that “A judge

should abstain from making personal investments in enterprises which are
apt to be involved in litigation in his court; and, after his accession to the
bench, he should not retain such investments previously made, longer than
a period sufficient to enable him to dispose of them without serious loss. It
is desirable that he should, so far as reasonably possible, refrain from all
relations which would normally tend to arouse the suspicion that such
relations warp or bias his judgment or prevent his impartial attitude of
mind in the administration of his judicial duties.”
Case 2

a. A lessee ordinarily has no right to buy the property leased. However, the
parties may include a provision giving the lessee an option to buy the
property leased for a fixed or determinable price during the lease term or a
right of first refusal if the lessor decides to sell it.

Under the law, the contracting parties may establish such “stipulations,
clauses, terms and conditions as they may deem convenient, provided they
are not contrary to law, morals, good customs, public order, or public
policy” (Article 1306, Civil Code).

b. Unlike an offer to sell, which may be withdrawn at any time before it is

accepted, a right of first refusal stipulated in a lease contract cannot be
withdrawn.

Under Art. 1324, “When the offerer has allowed the offeree a certain
period to accept, the offer may be withdrawn at any time before acceptance
by communicating such withdrawal, except when the option is founded
upon a consideration, as something paid or promised.”

The differences between the two are summarized in the case of Equatorial
Realty Development, Inc. v. Mayfair Theater, Inc. An option is a contract
that grants a “privilege to buy or sell within an agreed time and at a
determined price,” which is a separate and distinct contract supported by
consideration. In contrast, the right of first refusal is an integral part of
the lease contract, and the consideration is built into the reciprocal
obligations of the parties.

c. Since 1992, the Supreme Court has consistently upheld the validity and
enforceability of rights of first refusal stipulated in lease contracts. It is
doctrinal that the right of first refusal is an integral part of the lease
contracts and does not need to be supported by separate
considerations. The consideration is built into the reciprocal obligations of
the parties. (Riviera Filipina, Inc. v. Court of Appeals; Tanay Recreation
Center and Development Corp. v. Court of Appeals.)

The Court cleared the confusion on this matter in the case of Litonjua v.
L&R Corporation::
It is also not correct to say that there is no consideration in an agreement of
the right of first refusal. The stipulation is part and parcel of the entire
contract of lease. The consideration for the lease includes the consideration
for the right of first refusal.

d. It is also well-settled that it is not necessary for the validity of the right
of first refusal that the purchase price is fixed. The purchase price must be
the current offer of the seller or the price for which the owner finally sold
the property to a third person.

e. In an analogous case, the Supreme Court made the following

pronouncements: no separate consideration is required by law to be paid or
given to make a right of first refusal binding upon the owner-lessor; that
such right was violated by the latter when the lessor sold the property to a
third party; and that the buyer is a buyer in bad faith as it was aware of the
right of first refusal provision in the lease contract. [Equatorial Realty
Development, Inc. v. Mayfair Theatre, Inc., G.R. No.106063, 264 SCRA
483 (1996).]

The cases are categorical that when a lease contract contains a right of first
refusal, the lessor is under a legal duty to the lessee not to sell to anybody
at any price until after he has made an offer to sell to the latter at a certain
price, and the lessee has failed to accept it.

f. Mr. Ang has the following causes of action:

(i) Action for Damages.

Good Property is liable for damages for breach of contract

under Article 1170 of the Civil Code.
Art. 1170 of the Civil Code is clear that "those who in the performance of
their obligations are guilty of fraud, negligence, or delay, and those who in
any manner contravene the tenor thereof, are liable for damages."

Similarly, Gladiator Realty is liable for damages for bad faith conduct
under Article 21 of the Civil Code.

Art. 21 of the Civil Code provides that “any person who willfully causes
loss or injury to another in a manner that is contrary to morals, good
customs or public policy shall compensate the latter for the damage."

All the cases on rights of first refusal cited here held that an owner-lessor
who violated the right of first refusal and his buyer who acted in bad faith
is liable for damages.

Mr. Ang may sue Good Property and Gladiator Realty for damages.

(ii). Specific Performance (Rescission)

Under Art. 1191of the Civil Code, The power to rescind obligations is
implied in reciprocal ones in case one of the obligors should not comply
with what is incumbent upon him.
The injured party may choose between the fulfillment and the
rescission of the obligation, with the payment of damages in either
case. He may also seek rescission even after he has chosen fulfillment, if
the latter should become impossible.

A deed of sale executed in favor of a third party who cannot be deemed a

purchaser in good faith and violates a right of first refusal granted to the
lessee is rescissible under Articles 1380 to 1381 (3) of the New Civil Code.
[Guzman, Bocaling & Co. vs. Bonnevie, G.R. No. 86150, 206 SCRA 668
(1992).]

The first paragraph of Article 1676 of the Civil Code reads, “The
purchaser of a piece of land which is under a lease that is not recorded in
the Registry of Property may terminate the lease, save when there is a
stipulation to the contrary in the contract of lease, or when the purchaser
knows of the existence of the lease.”
Gladiator Realty must have known of the lease. A parking building is
standing thereon.

In a subsequent case, the Court en banc departed from the doctrine laid
down in Guzman, Bocaling & Co. and refused to rescind a contract of sale,
which violated the right of first refusal. The Court held that the so-called
"right of first refusal" cannot be deemed a perfected contract of sale under
Article 1458 of the New Civil Code and, as such, a breach thereof decreed
under a final judgment does not entitle the aggrieved party to a writ of
execution of the judgment but to an action for damages in a proper forum.
Ang Yu Asuncion v. Court of Appeals, G.R. No. 109125, 238 SCRA 602
(1994).

However, in Equatorial Realty Development Inc., a divided Supreme Court

ordered the rescission of a sale made in violation of the right of first refusal
of the lessee. Justice Hermosisima wrote: “Since Mayfair has a right of
first refusal, it can exercise the right only if the fraudulent sale is first set
aside or rescinded. All of these matters are now before us, and so there
should be no piecemeal determination of this case and leave festering
sores to deteriorate into endless litigation. The facts of the case and
considerations of justice and equity require that we order rescission here
and now.”

The prevailing doctrine now is that a contract of sale entered in violation of

a right of first refusal of another person, while valid, is rescissible. [Tanay
Recreation Center and Development Corp citing Paranaque Kings
Enterprises v. Court of Appeals, G.R. No. 111538, 268 SCRA 727 (1977).]

Mr. Ang may also sue for specific performance (rescission) and damages.

7. CONCLUSION

The conclusion is the short statement of the conclusion reached in the

analysis and discussion.

Examples:
Case 1

Although Judge Crisostomo did not violate Paragraph 5, Article 1491,

Section 3(h) of Republic Act 3019, and Section 7 of Republic Act 6713, he
could be administratively charged for violation of Canons 3 and 25 of the
Canons of Judicial Ethics.

Case 2

Mr. Ang’s right of first refusal is valid and enforceable against both Good
Property and Gladiator Realty. This right of first refusal was violated when
Good Property sold the lot to Gladiator reality without allowing Mr. Ang to
exercise his right. For the said violation, he may sue for damages or file for
specific performance (rescission of the sale to Gladiator Realty) plus
damages to enforce his right.

8. ATTACHMENTS

Documents, such as affidavits, pleadings, contracts, and demand letters

material to the subject of the memo, are attached to the memorandum if
required or necessary for easier reference.