GR 22971; (December, 1924) (CRITIQUE)
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THE AI-ASSISTED CRITIQUE
The Court correctly applied the foundational principle that quantum meruit requires an implied promise to pay for services, which must be inferred from the circumstances surrounding the engagement. Here, the resolution itself contained no stipulation for compensation, and the plaintiff’s status as a salaried government official and a director of the defendant corporation created a presumption that the services were rendered gratuitously, aligning with the maxim Nemo dat quod non habet—one cannot give what one does not have—in the sense that the plaintiff could not unilaterally impose an obligation to pay where none was established. The Court’s reliance on the plaintiff’s failure to promptly assert a claim for payment was a proper factual inference, as such delay is inconsistent with an understanding of compensable work, thereby negating any implied-in-fact contract.

In evaluating the evidentiary burden, the Court appropriately placed the onus on the plaintiff to prove by a preponderance of the evidence that compensation was intended, given the absence of an express agreement. The plaintiff’s testimony, contradicted by Mr. Quezon’s denial and contextual factors like his existing salaries and directorial role, failed to meet this standard. The decision underscores that a corporate resolution authorizing action does not, by itself, imply a promise to pay, especially when the actor holds a fiduciary position within the corporation; this aligns with the doctrine of corporate opportunity and avoids creating perverse incentives for directors to manufacture claims against the entity they are duty-bound to serve.

The ruling serves as a cautionary precedent against inferring contractual obligations from ambiguous corporate authorizations, particularly where the plaintiff’s conduct—such as seeking the appointment for prestige or access—suggests motives other than remuneration. By affirming the trial court’s factual findings, the Court upheld the principle that implied contracts must be grounded in conduct indicative of mutual assent, not unilateral activity. This prevents the erosion of corporate formalities and ensures that claims for services, especially from insiders, are scrutinized under a stringent evidentiary framework to safeguard against unjust enrichment claims lacking substantive agreement.