Title
Rosencor Development Corp. vs. Inquing
Case
G.R. No. 140479
Decision Date
Mar 8, 2001
Lessees claimed pre-emptive right to purchase property; sale to Rosencor upheld as good faith buyer; rescission denied, damages remedy against heirs.

Case Digest (G.R. No. 172927)
Expanded Legal Reasoning Model

Facts:

  • Parties and Procedural History
    • Petitioners: Rosencor Development Corporation and Rene Joaquin; Respondents: Paterno Inquing, Irene Guillermo, Federico Bantugan; intervenors Fernando Magbanua and Lizza Tiangco.
    • Complaint filed December 10, 1993 originally for annulment of a Deed of Absolute Sale, later amended to one for rescission; complaint-in-intervention by Magbanua and Tiangco admitted May 4, 1994.
  • Lease and Pre-emptive Right
    • Since 1971 respondents leased a two-story residential apartment at No. 150 Tomas Morato Ave., Quezon City, for ₱150/month; alleged oral grant by spouses Tiangco of a pre-emptive right to purchase.
    • After spouses Tiangco died in 1975, heirs represented by Eufrocina de Leon allegedly recognized the same right; respondents spent ₱50,000–₱100,000 on improvements; rent rose to ₱1,000/month.
  • Transactions Leading to Sale
    • June 1990: Atty. Aguila, counsel for de Leon, demanded respondents vacate; de Leon refused rent payments; offered property at ₱2,000,000; respondents counteroffered ₱1,000,000; de Leon did not respond.
    • September 4, 1990: De Leon sold property to Rosencor for ₱726,000; respondents discovered sale in April 1992, offered to complete ₱1,000,000 but were refused; filed action for rescission and reconveyance.
  • Lower Courts’ Decisions
    • RTC Decision dated May 13, 1996 dismissed complaint, holding the oral right unenforceable under the Statute of Frauds (Art. 1403, NCC); ordered respondents to pay back rent.
    • CA Decision dated June 25, 1999 reversed the RTC, ordered rescission of the sale, reconveyance to de Leon, a 30-day period for respondents to exercise their right at ₱1,000,000, and payment of back rent by respondents.

Issues:

  • Whether the Statute of Frauds (Art. 1403, NCC) applies to an oral right of first refusal over real property.
  • Whether respondents sufficiently proved their oral right of first refusal.
  • Whether a sale in violation of a third party’s right of first refusal may be rescinded when the purchaser acts in good faith.

Ruling:

  • (Subscriber-Only)

Ratio:

  • (Subscriber-Only)

Doctrine:

  • (Subscriber-Only)

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