Sime Darby Pilipinas v. Goodyear Philippines

Summary

This consolidated case involved the assignment of billboard lease rights from Sime Darby to Goodyear as part of an asset sale transaction. Sime Darby leased a billboard from Macgraphics and later assigned these rights to Goodyear through a Deed of Assignment. However, Macgraphics refused to consent to the assignment, citing unforeseen requirements for design changes and resource commitments. When Macgraphics declined to honor the assignment, Goodyear sued for partial rescission and refund. The Supreme Court affirmed lower court decisions, ruling that under Article 1649 of the Civil Code, lease assignments require lessor consent unless stipulated otherwise. Since no clear consent was given and Sime Darby failed to deliver the assigned rights, rescission was proper under Article 1191. The case establishes that negotiations between lessor and proposed assignee do not constitute implied consent to assignment.