Sales
Allan Mañas v. Rosalina Roca Nicolasora
G.R. No. 208845
February 3, 2020
FACTS:
The Mañas Spouses entered into a Lease Contract with Rosalina Roca Nicolasora
over a property in Tacloban City that was owned by Rosalina's husband. The Contract stated:
“Should the LESSOR desire to sell the subject real property, he shall notify first the LESSEE
about such intent”
The Lease Contract lapsed in 2006, with no express renewal. However, the Mañas
Spouses continued using the premises and paying the rentals, without any objections.
Later, Rosalina’s husband sold the leased property to Ma. Therese Roselle Uy-Cua.
However, the Mañas Spouses claimed that they were neither informed of the sale nor
offered to purchase the property. The Mañas Spouses then filed a Complaint praying that
their right of first refusal or option to buy be enforced.
To this, Roselle filed a Motion to Dismiss on the ground that because the contract was
only impliedly renewed, the spouses' right of first refusal was not renewed. The RTC granted
Roselle's Motion to Dismiss. The CA affirmed the RTC rulings.
ISSUE:
Whether or not the an implied renewal includes the right of first refusal
RULING:
NO. Based on the terms of the Lease Contract, renewal would be at the option of the
lessee. However, petitioners did not appear to have expressly informed the lessor of their
intent to renew. Instead, after the original Lease Contract had expired, they continued to pay
rentals to the lessor. This constitutes an implied lease contract renewal, as the trial court and
the Court of Appeals correctly found. Article 1670 of the Civil Code states:
If at the end of the contract the lessee should continue enjoying the thing leased for
fifteen days with the acquiescence of the lessor, and unless a notice to the contrary by
either party has previously been given, it is understood that there is an implied new
lease, not for the period of the original contract, but for the time established in
Articles 1682 and 1687. The other terms of the original contract shall be revived.
Article 1643 of the Civil Code provides:
In the lease of things, one of the parties binds himself to give to another the
enjoyment of use of a thing for a price certain, and for a period which may be definite
or indefinite. However, no lease for more than ninety-nine years shall be valid.
Based on Article 1643, the lessee's main obligation is to allow the lessee to enjoy the
use of the thing leased. Other contract stipulations unrelated to this—or instance, the right of
first refusal—cannot be presumed included in the implied contract renewal. The law itself
limits the terms that are included in implied renewals. One cannot simply presume that all
conditions in the original contract are also revived; after all, a contract is based on the
meeting of the minds between parties.
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