7/26/2019 Litonjua vs L

1/1

Litonjua vs L&R Corporation, 29 the Court, also citing the case of Guzman, Bocaling

& Co. vs. Bonnevie, held that the sale made therein in violation of a right of rst

refusal em!odied in a mortgage contract, "as rescissi!le. #hus$ %hile petitioners

'uestion the validit( of paragraph ) of their mortgage contract, the( appear to !e

silent insofar as paragraph 9 thereof is concerned. *aid paragraph 9 grants upon

L&R Corporation the right of rst refusal over the mortgaged propert( in the eventthe mortgagor decides to sell the same. e see nothing "rong in this provision. #he

right of rst refusal has long !een recognized as valid in our jurisdiction. #he

consideration for the loan mortgage includes the consideration for the right of rst

refusal. L&R Corporation is in e+ect stating that it consents to lend out mone( to the

spouses Litonjua provided that in case the( decide to sell the propert( mortgaged to

it, then L&R Corporation shall !e given the right to match the o+ered purchase price

and to !u( the propert( at that price. #hus, "hile the spouses Litonjua had ever(

right to sell their mortgaged propert( to -* "ithout securing the prior "ritten

consent of L&R Corporation, the( had the o!ligation under paragraph 9, "hich is a

perfectl( valid provision, to notif( the latter of their intention to sell the propert(

and give it priorit( over other !u(ers. /t is onl( upon the failure of L&R Corporation

to e0ercise its right of rst refusal could the spouses Litonjua validl( sell the su!ject

properties to the others, under the same terms and conditions o+ered to L&R

Corporation. hat then is the status of the sale made to -* in violation of L & R

Corporation1s contractual right of rst refusal 3n this score, "e agree "ith the

mended 4ecision of the Court of ppeals that the sale made to -* is

rescissi!le. #he case of Guzman, Bocaling & Co. v. Bonnevie is instructive on this

point. 5 5 5 /t "as then held that the Contract of *ale there, "hich violated the right

of rst refusal, "as rescissi!le. /n the case at !ar, -* cannot claim ignorance of

the right of rst refusal granted to L & R Corporation over the su!ject properties

since the 4eed of Real 6state 7ortgage containing such a provision "as dul(registered "ith the Register of 4eeds. s such, -* is presumed to have !een

notied thereof !( registration, "hich e'uates to notice to the "hole "orld. 5 5 5 ll

things considered, "hat then are the relative rights and o!ligations of the parties

#o recapitulate$ the sale !et"een the spouses Li