Dear Digester:

In making the digest, please imagine yourself as the person about to take the Bar Exam. You have very
limited time but you have to read the most recent cases penned by the Bar Exam Chairperson, Justice
Teresita de Castro. You will very much appreciate it then if you can understand the digest even if you
have not read the case in the original.

On this note, here are a few recommendations in making the best possible digest to make the lives of
our Bar reviewees easy:

1. State the Doctrine apart from the usual Facts-Issue-Held-Ratio format. Its a good memory
device.
2. State only the facts that are relevant to the issue. Dont include dates, places, and other details
if they are not at issue. Goal is: Keep it short.
3. Double check the holding/ruling. Do not confuse the reviewees with a holding that does not tally
with the ratio i.e. if the answer to the Whether or Not (WON) is YES, the Ratio should support
the YES ruling.
4. Include the pertinent codal provision of law in the Ratio or in the Facts, whichever is applicable.
5. Keep it short. The ideal is a one-page digest. There are exceptions to this ideal digest length rule,
of course, when the circumstances warrant it.
6. Please write your name in the digest.

Below is a sample digest. Kindly follow the format.

When it is our turn to take the Bar, we can expect that the digests that will be made for us will be as
helpful as the ones we will be making now.

Thank you very much!

Hilton Lazo
Acads Head, SJV BarOps 2016
 Ang Yu Asuncion v. CA
Digested by: Carlos S. Hernandez Jr.
Topic: Sales
Subtopic/s: Right of First Refusal

DOCTRINE/S:
A contract which grants a right of first refusal to a prospective buyer is NOT a contract of sale. The
prospective buyer cannot demand specific performance from the prospective vendor on the basis of
such contract. The prospective buyer can only claim damages for the breach of contract.

FACTS:
The owner of residential and commercial spaces informed the tenants (they were tenants for 50 years
already) that they were selling the premises and were giving them the priority to acquire the same. The
owner offered the premises for a price of Php6M; the tenants made a counter-offer (asked for a
discount) of Php5M. Tenants asked the owner to specify the terms and conditions of the contract but
the owner did not do so. Tenants filed a complaint to compel the owner to sell the property to them.

ISSUE/S:
Whether or not the tenants, by virtue of the contract of first refusal, can demand specific performance
from the owner i.e. to execute a deed of sale in their favor, and therefore make the sale made to
another buyer null and void.

HELD:
NO. The tenants cannot compel the owners to execute the deed of sale even with the existence of a
right of first refusal, a purchase option and a contract to sell. Their only remedy is to file an action for
damages for the failure of the owner to honor the right of first refusal.

RATIO:
The so-called "right of first refusal" cannot be deemed a perfected contract of sale under Article 1458 of
the Civil Code: By the contract of sale one of the contracting parties obligates himself to transfer the
ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money
or its equivalent. There was no meeting of the minds or the element of consent yet as to the sale of the
property because no price or terms had already been agreed upon.

Even on the premise that such right of first refusal has been decreed under a final judgment, its breach
cannot justify correspondingly an issuance of a writ of execution under a judgment that merely
recognizes its existence, nor would it sanction an action for specific performance without thereby
negating the indispensable element of consensuality in the perfection of contracts.