G.R. No. 154428 October 20, 2005
Philippine National Bank vs. Shellink Planners, Inc.

FACTS

Petitioner Philippine National Bank (PNB) engaged respondent Shellink Planners, Inc. (SPI), an architectural consultancy firm, in May 1990 to render furniture/movables design (FMD) services for Phase IA of the PNB Complex in Pasay City. SPI commenced work immediately upon a verbal notice to proceed from the then PNB President, consistent with their past practice of starting projects before formalizing contracts. SPI submitted a formal proposal in September 1991, but the parties failed to agree on the compensation after a series of counter-offers and revised proposals.
In July 1994, SPI demanded payment of ₱1,152,730.29 for the FMD services already rendered from 1990-1991. PNB, through a senior vice president, responded with an offer to settle for a lower amount of ₱864,547.71, calculated using a different billing multiplier. No agreement was reached, prompting SPI to file a complaint for collection of sum of money and damages before the Regional Trial Court (RTC).

ISSUE

Whether respondent SPI is entitled to payment for the FMD services rendered despite the absence of a final written contract between the parties.

RULING

Yes, SPI is entitled to payment. The Supreme Court affirmed the lower courts’ rulings but modified the awarded amount. The legal logic rests on the finding of a perfected oral contract for the FMD services. A contract is perfected by mere consent, requiring only a meeting of minds on the object and cause. The verbal notice to proceed given by PNB’s President in May 1990 constituted such consent, and SPI’s immediate commencement of work in accordance with their established practice signified acceptance. The absence of a finalized written agreement on price does not negate the contract’s perfection.
The Court rejected PNB’s argument that compensation under quantum meruit required it to have actually used or derived material benefit from the designs. The obligation to pay arose from the perfected contract itself, not merely from unjust enrichment. SPI incurred expenses in preparing the FMD drawings, which were submitted to and acknowledged by PNB, and which PNB neither returned nor rejected. Therefore, PNB cannot avoid its obligation. However, since the parties did not agree on a specific sum, the Court enforced the contract using the industry minimum billing multiplier of 2.0, as cited by SPI, rather than the 1.5 multiplier suggested by PNB’s officer. This resulted in the full claimed amount of ₱1,152,730.29 being awarded, plus legal interest from the date of demand.