RIVIERA FILIPINA, INC., petitioner, vs. COURT OF APPEALS, JUAN L. REYES, (now de e!sed", s#$stit#ted $% &is &eirs, n!

'e(%, Este)!ni! *. Re%es, J#!nit! R. de (! Ros!, J#!n *. Re%es, Jr. !nd Fide( *. Re%es, P+ILIPPINE CYPRESS CONSTRUCTION , -EVELOP.ENT CORPORATION, CORN+ILL TRA-IN/ CORPORATION !nd UR*AN -EVELOP.ENT *AN0, respondents. [G.R. No. 117355. April 5, 2002.] F! ts1 In 1982, respondent Juan L. Reyes executed a Contract of Lease with Right of First Refusa with Ri!iera Fi ipina, Inc. in!o !ing a parce of and ocated a ong "#$%, &ue'on City. $u(se)uent y, the said and was extra*udicia y forec osed (y +rudentia ,an-. .o redee/ the su(*ect property, Reyes offered to se the su(*ect property to Ri!iera (ut there was a disagree/ent as to the price. In 1988, Reyes offered the su(*ect property to Ro ando +. .ra(a o, +resident of Cypress Construction 0 #e!e op/ent Corporation. .he fo owing day, .ra(a o (argained for +1,233.33 per s)uare /eter. Reyes accepted the sa/e. 4owe!er, since .ra(a o did not ha!e the a/ount at that /o/ent, Reyes to d hi/ to oo- for a partner for that purpose. In January 1989, Reyes decided to approach anew Ri!iera (ut the atter insisted on his offer of +1,333 on y. In Fe(ruary 1989, Cypress and its partner, Cornhi .rading Corporation, were a( e to co/e up with the a/ount sufficient to co!er the rede/ption /oney, with which Reyes paid to the +rudentia ,an-. .hereafter, Ri!iera c ai/ed that its right of first refusa under the ease contract was !io ated, thus, it fi ed a suit to co/pe Reyes, Cypress, Cornhi and 5r(an #e!e op/ent ,an- to transfer the disputed tit e of the and in its fa!or upon pay/ent of the price paid (y Cypress and Cornhi . %fter tria , the court a )uo dis/issed the co/p aint as we as the counterc ai/s and cross6c ai/s. 7n appea , the appe ate court affir/ed the decision of the tria court in its entirety. 4ence, this petition. Iss#e1 8hether the Right of First Refusal of the essee Ri!iera was disregarded and !io ated (y Reyes (y the atter9s sa e of the su(*ect property to Cypress and Cornhi . R#(in21 In order to ha!e fu co/p iance with the contractua right granting petitioner the first option to purchase, the sa e of the properties for the price for which they were fina y so d to a third person shou d ha!e i-ewise (een first offered to the for/er. Further, there shou d (e identity of ter/s and conditions to (e offered to the (uyer ho ding a right of first refusa if such right is not to (e rendered i usory. Last y, the (asis of the right of first refusa /ust (e the current offer to se of the se er or offer to purchase of any prospecti!e (uyer. .hus, the pre!ai ing doctrine is that a right of first refusa /eans identity of ter/s and conditions to (e offered to the essee and a other prospecti!e (uyers and a contract of sa e entered into in !io ation of a right of first refusa of another person, whi e !a id, is rescissi( e. %s c ear y shown (y the records and transcripts of the case, the actions of the parties to the contract of ease, Reyes and Ri!iera, shaped their understanding and interpretation of the ease pro!ision :right of first refusa : to /ean si/p y that shou d the essor Reyes decide to se the eased property during the ter/ of the ease, such sa e shou d first (e offered to the essee Ri!iera. In the case at (ar, the Right of First Refusa was proper y co/p ied with (y the essor.