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lease. According to Tolentino, rescission is a remedy granted by law to the contracting parties
and even to third persons to secure the reparation for damages caused to them by a contract, even
if valid, by means of restoration of things to their condition at the moment prior to the
celebration of the said contract.
Again this circumstance falls squarely on the present case. Mendoza is prejudiced by the
sale because his right of first refusal was violated by Acme and Gollum. The proper cause of
action is not the annulment of sale but its rescission. This is because the sale was valid as
between Acme and Gollum. As the law recognized that a third person to the sale is injured, he
could ask now for rescission. The action for rescission may prosper if bad faith can be
established against Gollum. In this case, it was Gollum who initially sent a letter to Mendoza
asking for replacement of the post-dated checks. This means that Gollum is aware of the lease
contract between Acme and Colossus and good faith connotes due diligence on the part of
Gollum to verify if Colossus right of first refusal had been sufficiently complied with. This they
did not do and thus rescission can prosper.