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 is a licensed professional interior designer. In November 1986, she was asked by her friend Rosario Pardo to talk to respondent Nida Lopez, the manager of the Commercial Bank of Manila (COMBANK) Ermita Branch, which was planning renovations. During their meeting, petitioner was initially hesitant due to prior commitments and the short deadline (designs needed by December 1986). However, Lopez insisted and assured petitioner she would be compensated. Petitioner stated her professional fee was P10,000.00, to which Lopez acceded. They discussed specific renovation details. Petitioner subsequently requested and received the building’s blueprint from Lopez, hired and paid various professionals (a draftsman, an engineer, and architects) to prepare the designs and layouts, and contacted suppliers for quotations. The designs were submitted to Lopez in December 1986, and Lopez expressed that she liked them. Petitioner later demanded payment, but Lopez refused, stating the designs did not conform to bank policy and there was no agreement. Petitioner’s lawyers sent demand letters, which were ignored. Petitioner filed a complaint in the Regional Trial Court (RTC) for collection of professional fees and damages. The RTC ruled in favor of Soler, awarding damages based on quantum meruit. The Court of Appeals reversed the RTC decision, ruling that no contract was perfected due to the absence of the bank’s consent, as the proposal was still subject to bidding and board approval, and the bank was under privatization.

ISSUE

1. Whether there was a perfected contract between petitioner Jasmin Soler and respondents COMBANK and Nida Lopez.
2. Whether Nida Lopez, as branch manager, had authority to bind the bank in the transaction.

RULING

The Supreme Court granted the petition, reversed the Court of Appeals decision, and reinstated the RTC decision.
1. Yes, there was a perfected oral contract. The Court held that a contract undergoes preparation, perfection, and consummation. The negotiation stage began during the November 1986 meeting where details and the P10,000.00 fee were agreed upon. The contract was perfected when petitioner, relying on Lopez’s assurances, performed her obligation by preparing and submitting the designs by the requested deadline. All requisites of consent, object, and cause were present. The Court found that Lopez’s actions—insisting on petitioner’s services, agreeing to the fee, providing specifications and blueprints, and setting a deadline for the board meeting—led petitioner to believe her services were engaged.
2. Yes, Nida Lopez had apparent authority to bind the bank. The Court ruled that Lopez, as branch manager, possessed apparent authority as the bank held her out as having the power to undertake the renovation. Petitioner was justified in believing Lopez had such authority based on their discussions, Lopez’s provision of the blueprint, and her insistence on the project’s urgency for the bank’s board meeting. The bank was therefore estopped from denying her authority. The Court concluded that respondents were liable for the reasonable value of petitioner’s services.