Lawyerly

GR No. 183612

2010-03-15

POLYTECHNIC UNIVERSITY OF PHILIPPINES v. GOLDEN HORIZON REALTY CORPORATION

VILLARAMA, JR., J.

As we further ruled in the afore-cited case, the contractual grant of a right of first refusal is enforceable, and following an earlier ruling in Equatorial Realty Development, Inc. v. Mayfair Theater, Inc., [38] the execution of such right consists in directing the grantor to comply with his obligation according to the terms at which he should have offered the property in favor of the grantee and at that price when the offer should have been made. We then determined the proper rate at which the leased portion should be reconveyed to respondent by PUP, to whom the lessor NDC sold it in violation of respondent lessee's right of first refusal, as follows: It now becomes apropos to ask whether the courts a quo were correct in fixing the proper consideration of the sale at P1,500.00 per square meter. In contracts of sale, the basis of the right of first refusal must be the current offer of the seller to sell or the offer to purchase of the prospective buyer. Only after the lessee-grantee fails to exercise its right under the same terms and within the period contemplated can the owner validly offer to sell the property to a third person, again, under the same terms as offered to the grantee. It appearing that the whole NDC compound was sold to PUP for P554.74 per square meter, it would have been more proper for the courts below to have ordered the sale of the property also at the same price. However, since FIRESTONE never raised this as an issue, while on the other hand it admitted that the value of the property stood at P1,500.00 per square meter, then we see no compelling reason to modify the holdings of the courts a quo that the leased premises be sold at that price. [39] [emphasis supplied]

GR NO. 164801

2006-06-30

PHILIPPINE NATIONAL BANK v. HEIRS OF ESTANISLAO MILITAR

YNARES-SANTIAGO, J.

Similarly, in ascertaining good faith, or the lack of it, which is a question of intention, courts are necessarily controlled by the evidence as to the conduct and outward acts by which alone the inward motive may, with safety, be determined. Good faith, or want of it, is capable of being ascertained only from the acts of one claiming its presence, for it is a condition of the mind which can be judged by actual or fancied token or signs.[15] Good faith, or want of it, is not a visible, tangible fact that can be seen or touched, but rather a state or condition of mind which can only be judged by actual or fancied token or signs.[16] Good faith connotes an honest intention to abstain from taking unconscientious advantage of another.[17] Accordingly, in University of the East v. Jader we said that "[g]ood faith connotes an honest intention to abstain from taking undue advantage of another, even though the forms and technicalities of law, together with the absence of all information or belief of facts, would render the transaction unconscientious."[18]

GR NO. 166429

2005-12-19

REPUBLIC v. HENRICK F. GINGOYON

TINGA, J.

The Court acknowledges that it had been previously held that "at the very first sign of lack of faith and trust in his actions, whether well-grounded or not, the judge has no other alternative but to inhibit himself from the case."[80] But this doctrine is qualified by the entrenched rule that "a judge may not be legally prohibited from sitting in a litigation, but when circumstances appear that will induce doubt to his honest actuations and probity in favor of either party, or incite such state of mind, he should conduct a careful self-examination. He should exercise his discretion in a way that the people's faith in the Courts of Justice is not impaired."[81] And a self-assessment by the judge that he/she is not impaired to hear the case will be respected by the Court absent any evidence to the contrary. As held in Chin v. Court of Appeals:An allegation of prejudgment, without more, constitutes mere conjecture and is not one of the "just and valid reasons" contemplated in the second paragraph of Rule 137 of the Rules of Court for which a judge may inhibit himself from hearing the case. We have repeatedly held that mere suspicion that a judge is partial to a party is not enough. Bare allegations of partiality and prejudgment will not suffice in the absence of clear and convincing evidence to overcome the presumption that the judge will undertake his noble role to dispense justice according to law and evidence and without fear or favor. There should be adequate evidence to prove the allegations, and there must be showing that the judge had an interest, personal or otherwise, in the prosecution of the case. To be a disqualifying circumstance, the bias and prejudice must be shown to have stemmed from an extrajudicial source and result in an opinion on the merits on some basis other than what the judge learned from his participation in the case.[82] The mere vehemence of the Government's claim of bias does not translate to clear and convincing evidence of impairing bias. There is no sufficient ground to direct the inhibition of Hon. Gingoyon from hearing the expropriation case.

GR NO. 140182

2005-04-12

TANAY RECREATION CENTER v. CATALINA MATIENZO FAUSTO+

AUSTRIA-MARTINEZ, J.

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. The lessee has a right that the lessor's first offer shall be in his favor.[18] Petitioner's right of first refusal is an integral and indivisible part of the contract of lease and is inseparable from the whole contract. The consideration for the lease includes the consideration for the right of first refusal[19] and is built into the reciprocal obligations of the parties.

GR No. 155043

2004-09-30

ARTURO R. ABALOS v. DR. GALICANO S. MACATANGAY

TINGA, J.

On the other hand, an accepted unilateral promise which specifies the thing to be sold and the price to be paid, when coupled with a valuable consideration distinct and separate from the price, is what may properly be termed a perfected contract of option.[8] An option merely grants a privilege to buy or sell within an agreed time and at a determined price. It is separate and distinct from that which the parties may enter into upon the consummation of the option.[9] A perfected contract of option does not result in the perfection or consummation of the sale; only when the option is exercised may a sale be perfected.[10] The option must, however, be supported by a consideration distinct from the price.[11]

GR No. 133879

2001-11-21

EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER

PANGANIBAN, J.

The main factual antecedents of the present Petition are matters of record, because it arose out of an earlier case decided by this Court on November 21, 1996, entitled Equatorial Realty Development, Inc. v. Mayfair Theater, Inc.[5] (henceforth referred to as the "mother case"), docketed as GR No. 106063.

GR No. 133879

2001-11-21

EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER

PANGANIBAN, J.

Equatorial questioned the legality of the above CA ruling before this Court in GR No. 136221 entitled "Equatorial Realty Development, Inc. v. Mayfair Theater, Inc." In a Decision promulgated on May 12, 2000,[8] this Court directed the trial court to follow strictly the Decision in GR No. 106063, the mother case. It explained its ruling in these words:"We agree that Carmelo and Bauermann is obliged to return the entire amount of eleven million three hundred thousand pesos (P11,300,000.00) to Equatorial. On the other hand, Mayfair may not deduct from the purchase price the amount of eight hundred forty-seven thousand pesos (P847,000.00) as withholding tax. The duty to withhold taxes due, if any, is imposed on the seller, Carmelo and Bauermann, Inc."[9]

GR No. 133879

2001-11-21

EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER

PANGANIBAN, J.

Petitioner submits, for the consideration of this Court, the following issues:[15]

GR No. 143513

2001-11-14

POLYTECHNIC UNIVERSITY OF PHILIPPINES v. CA

BELLOSILLO, J.

The contention has no merit. At the heels of Ang Yu came Equatorial Realty Development, Inc., v. Mayfair Theater, Inc.,[42] where after much deliberation we declared, and so we hold, that a right of first refusal is neither "amorphous nor merely preparatory" and can be enforced and executed according to its terms. Thus, in Equatorial we ordered the rescission of the sale which was made in violation of the lessee's right of first refusal and further ordered the sale of the leased property in favor of Mayfair Theater, as grantee of the right. Emphatically, we held that "(a right of first priority) should be enforced according to the law on contracts instead of the panoramic and indefinite rule on human relations." We then concluded that the execution of the right of first refusal consists in directing the grantor to comply with his obligation according to the terms at which he should have offered the property in favor of the grantee and at that price when the offer should have been made.

GR No. 136221

2000-05-12

EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER

PARDO, J.

A writ of execution must conform to the judgment to be executed[22] and adhere strictly to the very essential particulars.[23] An order of execution, which varies the tenor of the judgment or exceeds the terms thereof is a nullity.[24] The writ of execution "may not vary the terms of the judgment it seeks to enforce. Nor may it go beyond the terms of the judgment sought to be executed. Where the execution is not in harmony with the judgment which gives it life, and in fact exceeds it, has pro tanto no validity. To maintain otherwise would be to ignore the constitutional provision against depriving a person of his property without due process of law."[25] Having attained finality, the decision in G. R. No. 106063 is beyond review or modification even by the Supreme Court.[26]

	GR No. 183612 2010-03-15	POLYTECHNIC UNIVERSITY OF PHILIPPINES v. GOLDEN HORIZON REALTY CORPORATION VILLARAMA, JR., J.
As we further ruled in the afore-cited case, the contractual grant of a right of first refusal is enforceable, and following an earlier ruling in Equatorial Realty Development, Inc. v. Mayfair Theater, Inc., [38] the execution of such right consists in directing the grantor to comply with his obligation according to the terms at which he should have offered the property in favor of the grantee and at that price when the offer should have been made. We then determined the proper rate at which the leased portion should be reconveyed to respondent by PUP, to whom the lessor NDC sold it in violation of respondent lessee's right of first refusal, as follows: It now becomes apropos to ask whether the courts a quo were correct in fixing the proper consideration of the sale at P1,500.00 per square meter. In contracts of sale, the basis of the right of first refusal must be the current offer of the seller to sell or the offer to purchase of the prospective buyer. Only after the lessee-grantee fails to exercise its right under the same terms and within the period contemplated can the owner validly offer to sell the property to a third person, again, under the same terms as offered to the grantee. It appearing that the whole NDC compound was sold to PUP for P554.74 per square meter, it would have been more proper for the courts below to have ordered the sale of the property also at the same price. However, since FIRESTONE never raised this as an issue, while on the other hand it admitted that the value of the property stood at P1,500.00 per square meter, then we see no compelling reason to modify the holdings of the courts a quo that the leased premises be sold at that price. [39] [emphasis supplied]
	GR NO. 164801 2006-06-30	PHILIPPINE NATIONAL BANK v. HEIRS OF ESTANISLAO MILITAR YNARES-SANTIAGO, J.
Similarly, in ascertaining good faith, or the lack of it, which is a question of intention, courts are necessarily controlled by the evidence as to the conduct and outward acts by which alone the inward motive may, with safety, be determined. Good faith, or want of it, is capable of being ascertained only from the acts of one claiming its presence, for it is a condition of the mind which can be judged by actual or fancied token or signs.[15] Good faith, or want of it, is not a visible, tangible fact that can be seen or touched, but rather a state or condition of mind which can only be judged by actual or fancied token or signs.[16] Good faith connotes an honest intention to abstain from taking unconscientious advantage of another.[17] Accordingly, in University of the East v. Jader we said that "[g]ood faith connotes an honest intention to abstain from taking undue advantage of another, even though the forms and technicalities of law, together with the absence of all information or belief of facts, would render the transaction unconscientious."[18]
	GR NO. 166429 2005-12-19	REPUBLIC v. HENRICK F. GINGOYON TINGA, J.
The Court acknowledges that it had been previously held that "at the very first sign of lack of faith and trust in his actions, whether well-grounded or not, the judge has no other alternative but to inhibit himself from the case."[80] But this doctrine is qualified by the entrenched rule that "a judge may not be legally prohibited from sitting in a litigation, but when circumstances appear that will induce doubt to his honest actuations and probity in favor of either party, or incite such state of mind, he should conduct a careful self-examination. He should exercise his discretion in a way that the people's faith in the Courts of Justice is not impaired."[81] And a self-assessment by the judge that he/she is not impaired to hear the case will be respected by the Court absent any evidence to the contrary. As held in Chin v. Court of Appeals:An allegation of prejudgment, without more, constitutes mere conjecture and is not one of the "just and valid reasons" contemplated in the second paragraph of Rule 137 of the Rules of Court for which a judge may inhibit himself from hearing the case. We have repeatedly held that mere suspicion that a judge is partial to a party is not enough. Bare allegations of partiality and prejudgment will not suffice in the absence of clear and convincing evidence to overcome the presumption that the judge will undertake his noble role to dispense justice according to law and evidence and without fear or favor. There should be adequate evidence to prove the allegations, and there must be showing that the judge had an interest, personal or otherwise, in the prosecution of the case. To be a disqualifying circumstance, the bias and prejudice must be shown to have stemmed from an extrajudicial source and result in an opinion on the merits on some basis other than what the judge learned from his participation in the case.[82] The mere vehemence of the Government's claim of bias does not translate to clear and convincing evidence of impairing bias. There is no sufficient ground to direct the inhibition of Hon. Gingoyon from hearing the expropriation case.
	GR NO. 140182 2005-04-12	TANAY RECREATION CENTER v. CATALINA MATIENZO FAUSTO+ AUSTRIA-MARTINEZ, J.
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. The lessee has a right that the lessor's first offer shall be in his favor.[18] Petitioner's right of first refusal is an integral and indivisible part of the contract of lease and is inseparable from the whole contract. The consideration for the lease includes the consideration for the right of first refusal[19] and is built into the reciprocal obligations of the parties.
	GR No. 155043 2004-09-30	ARTURO R. ABALOS v. DR. GALICANO S. MACATANGAY TINGA, J.
On the other hand, an accepted unilateral promise which specifies the thing to be sold and the price to be paid, when coupled with a valuable consideration distinct and separate from the price, is what may properly be termed a perfected contract of option.[8] An option merely grants a privilege to buy or sell within an agreed time and at a determined price. It is separate and distinct from that which the parties may enter into upon the consummation of the option.[9] A perfected contract of option does not result in the perfection or consummation of the sale; only when the option is exercised may a sale be perfected.[10] The option must, however, be supported by a consideration distinct from the price.[11]
	GR No. 133879 2001-11-21	EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER PANGANIBAN, J.
The main factual antecedents of the present Petition are matters of record, because it arose out of an earlier case decided by this Court on November 21, 1996, entitled Equatorial Realty Development, Inc. v. Mayfair Theater, Inc.[5] (henceforth referred to as the "mother case"), docketed as GR No. 106063.
	GR No. 133879 2001-11-21	EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER PANGANIBAN, J.
Equatorial questioned the legality of the above CA ruling before this Court in GR No. 136221 entitled "Equatorial Realty Development, Inc. v. Mayfair Theater, Inc." In a Decision promulgated on May 12, 2000,[8] this Court directed the trial court to follow strictly the Decision in GR No. 106063, the mother case. It explained its ruling in these words:"We agree that Carmelo and Bauermann is obliged to return the entire amount of eleven million three hundred thousand pesos (P11,300,000.00) to Equatorial. On the other hand, Mayfair may not deduct from the purchase price the amount of eight hundred forty-seven thousand pesos (P847,000.00) as withholding tax. The duty to withhold taxes due, if any, is imposed on the seller, Carmelo and Bauermann, Inc."[9]
	GR No. 133879 2001-11-21	EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER PANGANIBAN, J.
Petitioner submits, for the consideration of this Court, the following issues:[15]
	GR No. 143513 2001-11-14	POLYTECHNIC UNIVERSITY OF PHILIPPINES v. CA BELLOSILLO, J.
The contention has no merit. At the heels of Ang Yu came Equatorial Realty Development, Inc., v. Mayfair Theater, Inc.,[42] where after much deliberation we declared, and so we hold, that a right of first refusal is neither "amorphous nor merely preparatory" and can be enforced and executed according to its terms. Thus, in Equatorial we ordered the rescission of the sale which was made in violation of the lessee's right of first refusal and further ordered the sale of the leased property in favor of Mayfair Theater, as grantee of the right. Emphatically, we held that "(a right of first priority) should be enforced according to the law on contracts instead of the panoramic and indefinite rule on human relations." We then concluded that the execution of the right of first refusal consists in directing the grantor to comply with his obligation according to the terms at which he should have offered the property in favor of the grantee and at that price when the offer should have been made.
	GR No. 136221 2000-05-12	EQUATORIAL REALTY DEVELOPMENT v. MAYFAIR THEATER PARDO, J.
A writ of execution must conform to the judgment to be executed[22] and adhere strictly to the very essential particulars.[23] An order of execution, which varies the tenor of the judgment or exceeds the terms thereof is a nullity.[24] The writ of execution "may not vary the terms of the judgment it seeks to enforce. Nor may it go beyond the terms of the judgment sought to be executed. Where the execution is not in harmony with the judgment which gives it life, and in fact exceeds it, has pro tanto no validity. To maintain otherwise would be to ignore the constitutional provision against depriving a person of his property without due process of law."[25] Having attained finality, the decision in G. R. No. 106063 is beyond review or modification even by the Supreme Court.[26]