7/25/2019 Guzman v Bonnevie

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 Guzman, Bocaling & Co. vs. Bonnevie Facts:A 600 sqm parcel of land with two buildings belonging to the Intestate Estate of Jose Reynoso was leased to Raoul andChristopher Bonnevie by the administratix Africa Valdez for a period of one year at a rate of 4K a month starting Aug. 1976.In the contract of lease, there is a stipulation that ³in case the lessor desires or decides to sell the leased property, thelessees shall be given a first priority to purchase the same, all things and considerations being equal.y In Nov. 1976, administratix notified the resp by registered mail that she is selling the premises for 600K less a mortgage loanand giving them 30 days from receipt to exercise their right of first priority. If they would not exercise, she expects them tovacate the prop in March 1977.y In Jan 1977, she sent a letter notifying them that in their failure to exercisetheir right, she has already sold the property. Thisis the only letter that theBonnevies received. They informed agent that they are willing to make negotiations and that theyrefuse the termination of the lease.In March 1977, property formally sold to Guzman, Bocaling & Corp for 400K and the balance of this amount shall bepaid when the Bonnevies have already vacated the premises.Administratix dem

anded that they vacate the premises and pay the rentals for four months.They had a Compromise Agreement that the Bonnevies shall vacate the premises not later than Oct. 1979 but this wasset aside.The Bonnevies filed an action for annulmentof the sale between REynoso and the GBC and ancellation of the transfer certificate. They also asked that Reynoso be required to sell the property to them under the same terms and conditions agreedupon the Contract of sale.Issue:WON the Bonnevies can file for an action for annulment of the sale between Reynoso and the GBC considering that they are thirdparties to the contract.Held: Yes. The Contract of Sale was not voidable but rescissible.Under Art 1380 to 1381 (3) of the CC, a contract otherwise valid may nonetheless be subsequently res

cinded by reasonof injury to third persons, like creditors. The status of creditors could be validly accorded the Bonnevies for they hadsubstantial interest that were prejudiced by the sale of the subject property to the petitioner withoutrecognizing their right of first priority under the Contract of Lease.Tolentino: rescission is a remdy granted by law to the contracting parties and even to third persons, to secure reparationfor damages caused to them by a contract, even if this should be valid, by means of the resotoration of things to their condition at the moment prior to the celebration of said contract.It is a relief allowed for the protection of one of the contracting parties and even third persons from all injury anddamage the contract may cause, or to protect some incompatible and preferred right created by the contract.Rescission implies a contract which,even if initially valid, produces a lesion or pecuniary damage to someone thatjustifies its invalidation for reasons of equity.GBC cannot be buyers in good fait

h bec they had knowledge of the lease of the premise. They were negligent in notinquiring about the terms of the Lease Contract