G.R. No. 212686 - SERGIO R. OSMENA III, VS. POWER SECTOR ASSETS AND LIABILITIES MANAGEMENT CORPORATION, EMMANUEL R. LEDESMA, JR., SPC POWER CORPORATION AND THERMA POWER VISAYAS, INC..

Ruling

Accordingly, in Valderama v. Macalde, Paranaque Kings Enterprises, Inc. v. Court of Appeals, and Conculada v. Court of Appeals , the Supreme Court sustained the tenant's right of first refusal pursuant to P.D. 1517. In Polytechnic University of the Philippines v. Court of Appeals and Polytechnic University of the Philippines v. Golden Horizon Realty Corporation , this Court upheld the right of refusal of therein respondent private corporations concerning lots they are leasing from the government. In the case of Republic v. Sandiganbayan, the Presidential Commission on Good Government (PCGG) sought to exercise its right of first refusal as a stockholder of Eastern Telecommunications Philippines, Inc. (ETPI), a corporation sequestered by the PCGG, to purchase ETPI shares being sold by another stockholder to a non-stockholder . While the Court recognized that PCGG had a right of first refusal with respect to ETPI's shares, it nevertheless did not sustain such right on the ground that the same was not seasonably exercised. Finally, in Litonjua v. L & R Corporation, the Supreme Court recognized the validity and enforceability of a stipulation in a mortgage contract granting the mortgagee the right of first refusal should the mortgagor decide to sell the property subject of the mortgage. In all the foregoing cases, the party seeking to exercise the right has a vested interest in, if not a right to, the subject of the right of first refusal . Thus, on account of such interest, a tenant (with respect to the land occupied), a lessee ( vis-a-vis the property leased), a stockholder (as regards shares of stock), and a mortgagor (in relation to the subject of the mortgage), are all granted first priority to buy the property over which they have an interest in the event of its sale. Even in the JG Summit Case , which case was heavily relied upon by the lower court in its decision and by respondent in support of its arguments, the right of first refusal to the corporation's shares of stock - later exchanged for the right to top - granted to KAWASAKI was based on the fact that it was a shareholder in the joint venture for the construction, operation, and management of the Philippine Shipyard and Engineering Corporation (PHILSECO). In the case at bar, however, there is no basis whatsoever for the grant to respondent of the right of first refusal with respect to the fly ash of NPC power plants since the right to purchase at the time of bidding is that which is precisely the bidding subject, not yet existent much more vested in respondent . [40] (Emphasis and underscoring supplied; citations omitted) In this case, all potential bidders were aware of the existence of SPC's right to top as duly disclosed in the Bidding Procedures for the 3rd Round of Bidding for the NPPC. [41] TPVI did not question the said right to top and participated in the bidding where SPC was also a bidder. Emerging as the winning bidder, TPVI nevertheless knew that the acceptance of its bid wa