Case Digest (G.R. No. 143513)
Facts:
In Firestone Ceramics, Inc. v. Polytechnic University of the Philippines et al. (G.R. Nos. 143513 & 143590, November 14, 2001), the National Development Corporation (NDC), a government-owned and controlled corporation organized under Commonwealth Act No. 182 (as amended) and Presidential Decree No. 668, owned a ten-hectare parcel along Pureza Street, Sta. Mesa, Manila, titled under TCT Nos. 92885, 110301 and 145470. On August 24, 1965, NDC and private respondent Firestone Ceramics, Inc. (Firestone) executed Contract No. C-30-65, leasing 2.90118 hectares for ten years, renewable for another ten, in which Firestone erected warehouses and plant improvements. On January 8, 1969, they signed Contract No. C-26-68 for prefabricated warehousing “co-extensive” with the first lease, and on July 31, 1974, Contract No. C-14-73 for a six-unit steel warehouse expiring December 2, 1978. Before that date, Firestone sought renewal, and on November 29, 1978, the NDC Board adopted Resolution No. 1Case Digest (G.R. No. 143513)
Facts:
- Parties and Property
- National Development Corporation (NDC), a government-owned corporation, owned a 10.31-hectare property (“NDC compound”) in Sta. Mesa, Manila.
- Firestone Ceramics, Inc. (Firestone) leased portions of the compound under three successive contracts (C-30-65, C-26-68, C-14-73) for ceramic manufacturing, with aggregate leased area of approximately 2.6–2.90118 hectares.
- Lease Agreements and Improvements
- First lease (24 August 1965) for 2.90118 ha, ten-year term renewable once; Firestone built warehouses and plant improvements.
- Second (8 January 1969) and third leases (31 July 1974) covered additional prefabricated warehouses, co-extensive with the main lease; third lease (22 December 1978) extended term ten years renewable and granted Firestone a right of first refusal to purchase.
- Development of Dispute
- In early 1988, Firestone sought renewal; NDC was non-responsive and negotiations stalled.
- Firestone learned of Memorandum Order No. 214 (February 1989), directing transfer/sale of entire compound to petitioner Polytechnic University of the Philippines (PUP) at P554.74/sqm, subject to existing liens/leases.
- Firestone filed for specific performance and preliminary injunction to enforce its first-refusal right; PUP intervened as purchaser pendente lite.
- Trial court (1995) and Court of Appeals (1999) ordered sale to Firestone at P1,500/sqm; Supreme Court denied PUP’s certiorari petitions.
Issues:
- Nature of NDC-PUP Transaction
- Whether the transfer under Memorandum Order No. 214 constituted a valid sale of the property to PUP.
- Enforceability of Firestone’s Right
- Whether Firestone’s contractual right of first refusal remains subsisting and enforceable against NDC’s sale to PUP.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)