LAW

Bridgetown is a stockholder of ABC Corp. He desires to sell his shares in ABC Corp. In view of a court suit that ABC Corp. has filed against him for damages in the amount of P10 million, plus attorney's fees of P 1 million, as a result of statements published by Bridgetown which are allegedly defamatory because it was calculated to injure and damage the corporation's reputation and goodwill. The articles of incorporation of ABC Corp. provide for a right of first refusal in favor of the corporation. Accordingly, Bridgetown gave written notice to the corporation of his offer to sell his shares of P 10 million. The response of ABC Corp. was an acceptance of the offer in the exercise of its rights of first refusal, offering for the purpuse payment in form of compensation or set-off against the amount of damages it is claiming against him, exclusive of the claim for attorney's fees. Bridgetown rejected the offer of the corporation, arguing that compensation between the value of the shares and the amount of damages demanded by the corporation cannot legally take effect. Is Bridgetown correct? Give reason for your