G.R. No. 123892 May 21, 2001
JASMIN SOLER, petitioner, vs. COURT OF APPEALS, COMMERCIAL BANK OF MANILA, and NIDA LOPEZ, respondents.

FACTS

Petitioner Jasmin Soler, a licensed interior designer, was approached in November 1986 by respondent Nida Lopez, the branch manager of Commercial Bank of Manila (COMBANK), to design the renovation of the bank’s Ermita branch. Despite initial hesitation due to a tight deadline, Soler acceded after Lopez assured her of payment, agreeing to a professional fee of P10,000. Soler then performed substantial work: she obtained blueprints, hired and paid architects and an engineer to prepare plans and specifications, and contacted suppliers for quotations. The complete design was submitted to and praised by Lopez in December 1986. Subsequently, Lopez refused payment, contending the designs did not conform to bank policy and that no contract existed. Soler filed a complaint for collection of professional fees and damages.
The Regional Trial Court ruled in Soler’s favor, awarding compensation on a quantum meruit basis. The Court of Appeals reversed this decision, holding that no contract was perfected because COMBANK’s head office never gave its consent to the agreement. The appellate court emphasized that Lopez’s actions were merely preparatory to a possible bid and that the bank’s privatization deferred the renovation project.

ISSUE

Whether a contract was perfected between Soler and COMBANK through the acts of its branch manager, Nida Lopez, and whether Soler is entitled to compensation for services rendered.

RULING

The Supreme Court reversed the Court of Appeals and reinstated the trial court’s decision. The legal logic centers on the doctrine of apparent authority and the principle of quantum meruit. While a formal contract under Article 1318 of the Civil Code requires consent, object, and cause, a corporation can be bound by the acts of its agents acting within the scope of apparent authority. Lopez, as branch manager, solicited Soler’s professional services, specified the renovation details, set a deadline for submission to the board, and assured payment. By knowingly permitting Lopez to act in this manner, COMBANK clothed her with apparent authority to engage Soler’s services, and it is now estopped from denying such authority against a party who dealt with the bank in good faith.
Even assuming no express contract was perfected, Soler is entitled to compensation on the basis of quantum meruit. This equitable principle prevents unjust enrichment by mandating payment for services rendered and benefits accepted under circumstances indicating an expectation of compensation. Soler performed extensive, valuable work at Lopez’s insistence. The designs were not returned and were evidently used by Lopez for her presentation to the bank’s board. Therefore, it is unjust for COMBANK to retain the benefits of Soler’s labor without paying for it. The Court affirmed the award of actual damages as reasonable compensation for services rendered.