- Petitioner
- Romeo D. Mariano
- Respondent
- Petron Corporation
- Citation
- G.R. No. 169438
- Court
- Supreme Court
- Division
- Second Division
- Ponente
- Carpio, J.
- Decided
- January 21, 2010
Summary
This case involves a 90-year lease agreement between the Aure Group and ESSO Eastern over property in Tagaytay City. When ESSO Eastern sold ESSO Philippines to PNOC in 1977 without the lessor's consent, it violated the lease's assignment veto clause. Petitioner Mariano, who later bought the property, sought to rescind the lease based on this breach and PD 471's 25-year limit on alien land leases. The Supreme Court found that while ESSO Eastern did breach the contract by assigning leasehold rights (treating ESSO Philippines as its alter ego), the lessor's continued acceptance of rent constituted waiver of the breach. Additionally, Mariano's action was time-barred under the 10-year prescriptive period for written contracts. The lease contract was declared subsisting, demonstrating the interplay between contract law, corporate personality, and prescription of actions.