Practice question
A valid first-refusal clause requires an opportunity on the actual proposed sale terms. The owner discloses the complete third-party offer, including price, payment schedule and conditions, and affords the stipulated opportunity. The holder declines those terms and demands a much lower price. No later more favorable third-party terms are involved. Which conclusion is sound?
- The holder may force the lower price solely through first refusal
- The priority does not itself authorize rewriting the offered bargain; compliance must be assessed on the actual contractual opportunity given
- The holder becomes owner despite rejecting the offer
- Any refusal necessarily extends the right forever against all sales
- Every disclosed condition is legally irrelevant
Legal references
- Equatorial Realty Development v. Mayfair Theater, GR 106063, November 21, 1996, main decision: https://lawphil.net/judjuris/juri1996/nov1996/gr_106063_1996.html
- Riviera Filipina v. Court of Appeals, GR 117355, April 5, 2002, main decision: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/1/50682
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