Estoppel TANAY RECREATION v. FAUSTO G.R. No. 140182 April 12, 2005 FACTS: Petitioner FACTS: Petitioner Tanay Recreation Center and Development Corp. (TRCDC) is the lessee of a 3,090 sqare meter property o!ned "y Catalina #atien$o %asto, nder a Contract of &ease. 'n this property stands the Tanay Colisem Cocpit operated "y petitioner. The lease contract provided for a 0*year term, s"+ect to rene!al !ithin sity days prior to its epiration. The contract also provided that shold %asto decide to sell the property, petitioner shall have the -priority riht/ to prchase the same. 'n ne 12, 1991, petitioner !rote %asto informin her of its intention to rene! the lease. o!ever, it !as %asto4s dahter, respondent 5nnciacion %. Pacnayen, !ho replied, asin that petitioner remove the improvements "ilt thereon, as she is no! the a"solte o!ner of the property. 6t appears that %asto had earlier sold the property to Pacna Pacnayen yen and title title has alread already y "ee "een n trans transfer ferred red in her name. name. Petiti Petitione onerr filed filed an 5mended Complaint for 5nnlment 5nnlment of Deed of 7ale, 7pecific Performance Performance !ith Damaes, and 6n+nction. 6n her 5ns!er, respondent claimed that petitioner is estopped from assailin the validity of the deed of sale as the latter acno!leded her o!nership !hen it merely ased for a rene!al of the lease. 5ccordin to respondent, !hen they met to discss the matter, petitioner did not demand for the eercise of its option to prchase the property, and it even ased for race period to vacate the premises. ISSUE: 8hether ISSUE: 8hether or not Tanay Creation is estopped from assailin the validity of the Deed of 7ale. HEL: Tanay HEL: Tanay Creation has the riht to assail the validity of the Deed of 7ale. 8hen a lease contract contract contains a riht of first refsal, the lessor is nder a leal dty to the lessee not to sell to any"ody at any price ntil 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 riht that the lessors first offer shall "e in his favor. Petitioner4s riht of first refsal is an interal and indivisi"le part of the contract of lease and is insepara"le from the !hole contract. The consideration for the lease incldes the consideration for the riht of first refsal and is "ilt into the reciprocal o"liations of the parties. 6t !as erroneos for the C5 to rle that the riht of first refsal does not apply !hen the property is sold to %asto4s relative. 8hen the terms of an areement have "een redced to !ritin, it is considered as containin all the terms areed pon. 5s sch, there can "e, "et!een the parties and their sccessors in interest, no evidence of sch terms other than the contents of the !ritten areement, ecept !hen it fails to epress the tre intent and areement of the parties. 6n this case, the !ordin of the stiplation ivin petitioner the riht of first refsal is plain and nam"ios, and leaves no room for
interpretation. 6t simply means that shold %asto decide to sell the leased property drin the term of the lease, sch sale shold first "e offered to petitioner. The stiplation does not provide for the qalification that sch riht may "e eercised only !hen the sale is made to straners or persons other than %asto4s in. Ths, nder the terms of petitioner4s riht of first refsal, %asto has the leal dty to petitioner not to sell the property to any"ody, even her relatives, at any price ntil after she has made an offer to sell to petitioner at a certain price and said offer !as re+ected "y petitioner.
