G.R. No.

152411

UNIVERSITY OF THE PHILIPPINES, petitioner,

vs.
PHILAB INDUSTRIES, INC., respondent.

DECISION

CALLEJO, SR., J.:

Before the Court is a petition for review on certiorari of the Decision1 of the Court of Appeals in CA-
G.R. CV No. 44209, as well as its Resolution2 denying the petitioner’s motion for the reconsideration
thereof. Themo1 mo2 Court of Appeals set aside the Decision3 of Branch 150 of the Regional Trial Court
(RTC) of Makati City, which dismissed the complaint of the respondent against the petitioner for sum
of money and damages.

The Facts of the Case

Sometime in 1979, the University of the Philippines (UP) decided to construct an integrated system
of research organization known as the Research Complex. As part of the project, laboratory
equipment and furniture were purchased for the National Institute of Biotechnology and Applied
Microbiology (BIOTECH) at the UP Los Baños. Providentially, the Ferdinand E. Marcos Foundation
(FEMF) came forward and agreed to fund the acquisition of the laboratory furniture, including the
fabrication thereof.

Renato E. Lirio, the Executive Assistant of the FEMF, gave the go-signal to BIOTECH to contact a
corporation to accomplish the project. On July 23, 1982, Dr. William Padolina, the Executive Deputy
Director of BIOTECH, arranged for Philippine Laboratory Industries, Inc. (PHILAB), to fabricate the
laboratory furniture and deliver the same to BIOTECH for the BIOTECH Building Project, for the
account of the FEMF. Lirio directed Padolina to give the go-signal to PHILAB to proceed with the
fabrication of the laboratory furniture, and requested Padolina to forward the contract of the project
to FEMF for its approval.

On July 13, 1982, Padolina wrote Lirio and requested for the issuance of the purchase order and
downpayment for the office and laboratory furniture for the project, thus:

1. Supply and Installation of Laboratory furniture for the BIOTECH Building

Project
Amount : P2,934,068.90
Supplier : Philippine Laboratory Furniture Co.,
College, Laguna
Attention : Mr. Hector C. Navasero
President
Downpayment : 40% or ₱1,173,627.56
2. Fabrication and Supply of office furniture for the BIOTECH Building Project
Amount : P573,375.00
Supplier : Trans-Oriental Woodworks, Inc.
1st Avenue, Bagumbayan Tanyag, Taguig, Metro Manila
 Downpayment : 50% or ₱286,687.504

Padolina assured Lirio that the contract would be prepared as soon as possible before the issuance
of the purchase orders and the downpayment for the goods, and would be transmitted to the FEMF
as soon as possible.

In a Letter dated July 23, 1982, Padolina informed Hector Navasero, the President of PHILAB, to
proceed with the fabrication of the laboratory furniture, per the directive of FEMF Executive Assistant
Lirio. Padolina also requested for copies of the shop drawings and a sample contract5 for the project,
and that such contract and drawings had to be finalized before the down payment could be remitted
to the PHILAB the following week. However, PHILAB failed to forward any sample contract.

Subsequently, PHILAB made partial deliveries of office and laboratory furniture to BIOTECH after
having been duly inspected by their representatives and FEMF Executive Assistant Lirio.

On August 24, 1982, FEMF remitted ₱600,000 to PHILAB as downpayment for the laboratory
furniture for the BIOTECH project, for which PHILAB issued Official Receipt No. 253 to FEMF. On
October 22, 1982, FEMF made another partial payment of ₱800,000 to PHILAB, for which the latter
issued Official Receipt No. 256 to FEMF. The remittances were in the form of checks drawn by
FEMF and delivered to PHILAB, through Padolina.

On October 16, 1982, UP, through Emil Q. Javier, the Chancellor of UP Los Baños and FEMF,
represented by its Executive Officer, Rolando Gapud, executed a Memorandum of Agreement
(MOA) in which FEMF agreed to grant financial support and donate sums of money to UP for the
construction of buildings, installation of laboratory and other capitalization for the project, not to
exceed ₱29,000,000.00. The obligations of FEMF under the MOA are the following:

ARTICLE II

OBLIGATIONS OF THE FOUNDATION

2.1. The FOUNDATION, in carrying out its principal objectives of promoting philantrophic and
scientific projects through financial support to such projects that will contribute to the
country’s economic development, shall grant such financial support and donate such sums
of money to the RESEARCH COMPLEX as may be necessary for the construction of
buildings, installation of laboratories, setting up of offices and physical plants and facilities
and other capital investment of the RESEARCH COMPLEX and/or any of its component
Research Institutes not to exceed ₱29 Million. For this purpose, the FOUNDATION shall:

(a) Acquire and donate to the UNIVERSITY the site for the RESEARCH COMPLEX;
and

(b) Donate or cause to be donated to the UNIVERSITY the sum of TWENTY-NINE

MILLION PESOS (₱29,000,000.00) for the construction of the buildings of the
National Institutes of Biotechnology and Applied Microbiology (BIOTECH) and the
installation of their laboratories and their physical plants and other facilities to enable
them to commence operations.

2.2. In addition, the FOUNDATION shall, subject to the approval of the Board of Trustees of
the FOUNDATION, continue to support the activities of the RESEARCH COMPLEX by way
of recurrent additional grants and donations for specific research and development projects
 which may be mutually agreed upon and, from time to time, additional grants and donations
of such amounts as may be necessary to provide the RESEARCH COMPLEX and/or any of
its Research Institutes with operational flexibility especially with regard to incentives to staff
purchase of equipment/facilities, travel abroad, recruitment of local and expatriate staff and
such other activities and inputs which are difficult to obtain under usual government rules
and regulations.6

The Board of Regents of the UP approved the MOA on November 25, 1982.7

In the meantime, Navasero promised to submit the contract for the installation of laboratory furniture
to BIOTECH, by January 12, 1983. However, Navasero failed to do so. In a Letter dated February 1,
1983, BIOTECH reminded Navasero of the need to submit the contract so that it could be submitted
to FEMF for its evaluation and approval.8 Instead of submitting the said contract, PHILAB submitted
to BIOTECH an accomplishment report on the project as of February 28, 1983, and requested
payment thereon.9 By May 1983, PHILAB had completed 78% of the project, amounting to
₱2,288,573.74 out of the total cost of ₱2,934,068.90. The FEMF had already paid forty percent
(40%) of the total cost of the project. On May 12, 1983, Padolina wrote Lirio and furnished him the
progress billing from PHILAB.10 On August 11, 1983, the FEMF made another partial payment of
₱836,119.52 representing the already delivered laboratory and office furniture after the requisite
inspection and verification thereof by representatives from the BIOTECH, FEMF, and PHILAB. The
payment was made in the form of a check, for which PHILAB issued Official Receipt No. 202 to
FEMF through Padolina.11

On July 1, 1984, PHILAB submitted to BIOTECH Invoice No. 01643 in the amount of ₱702,939.40
for the final payment of laboratory furniture. Representatives from BIOTECH, PHILAB, and Lirio for
the FEMF, conducted a verification of the accomplishment of the work and confirmed the same.
BIOTECH forwarded the invoice to Lirio on December 18, 1984 for its payment.12 Lirio, in turn,
forwarded the invoice to Gapud, presumably sometime in the early part of 1985. However, the FEMF
failed to pay the bill. PHILAB reiterated its request for payment through a letter on May 9,
1985.13 BIOTECH again wrote Lirio on March 21, 1985, requesting the payment of PHILAB’s bill.14 It
sent another letter to Gapud, on November 22, 1985, again appealing for the payment of PHILAB’s
bill.15 In a Letter to BIOTECH dated December 5, 1985, PHILAB requested payment of ₱702,939.40
plus interest thereon of ₱224,940.61.16 There was, however, no response from the FEMF. On
February 24, 1986, PHILAB wrote BIOTECH, appealing for the payment of its bill even on
installment basis.17

President Marcos was ousted from office during the February 1986 EDSA Revolution. On March 26,
1986, Navasero wrote BIOTECH requesting for its much-needed assistance for the payment of the
balance already due plus interest of ₱295,234.55 for its fabrication and supply of laboratory
furniture.18

On April 22, 1986, PHILAB wrote President Corazon C. Aquino asking her help to secure the
payment of the amount due from the FEMF.19 The letter was referred to then Budget Minister Alberto
Romulo, who referred the letter to then UP President Edgardo Angara on June 9, 1986. On
September 30, 1986, Raul P. de Guzman, the Chancellor of UP Los Baños, wrote then Chairman of
the Presidential Commission on Good Government (PCGG) Jovito Salonga, submitting PHILAB’s
claim to be officially entered as "accounts payable" as soon as the assets of FEMF were liquidated
by the PCGG.20

In the meantime, the PCGG wrote UP requesting for a copy of the relevant contract and the MOA for
its perusal.21
Chancellor De Guzman wrote Navasero requesting for a copy of the contract executed between
PHILAB and FEMF. In a Letter dated October 20, 1987, Navasero informed De Guzman that
PHILAB and FEMF did not execute any contract regarding the fabrication and delivery of laboratory
furniture to BIOTECH.

Exasperated, PHILAB filed a complaint for sum of money and damages against UP. In the
complaint, PHILAB prayed that it be paid the following:

(1) PESOS: SEVEN HUNDRED TWO THOUSAND NINE HUNDRED THIRTY NINE &
40/100 (₱702,939.40) plus an additional amount (as shall be determined during the hearing)
to cover the actual cost of money which at the time of transaction the value of the peso was
eleven to a dollar (₱11.00:$1) and twenty seven (27%) percent interest on the total amount
from August 1982 until fully paid;

(2) PESOS: ONE HUNDRED THOUSAND (₱100,000.00) exemplary damages;

(3) FIFTY THOUSAND [PESOS] (₱50,000.00) as and for attorney’s fees; and

(4) Cost of suit.22

PHILAB alleged, inter alia, that:

3. Sometime in August 1982, defendant, through its officials, particularly MR. WILLIAM
PADOLINA, Director, asked plaintiff to supply and install several laboratory furnitures and
equipment at BIOTECH, a research laboratory of herein defendant located at its campus in
College, Laguna, for a total contract price of PESOS: TWO MILLION NINE HUNDRED
THIRTY-NINE THOUSAND FIFTY-EIGHT & 90/100 (₱2,939,058.90);

4. After the completion of the delivery and installation of said laboratory furnitures and
equipment at defendant’s BIOTECH Laboratory, defendant paid three (3) times on
installment basis:

a) ₱600,000.00 as per Official Receipt No. 253 dated August 24, 1982;

b) ₱800,000.00 as per Official Receipt No. 256 dated October 22, 1982;

c) ₱836,119.52 as per Official Receipt No. 202 dated August 11, 1983;

thus leaving a balance of PESOS: SEVEN HUNDRED TWO THOUSAND NINE HUNDRED
THIRTY-NINE & 40/100 (₱702,939.40).

5. That notwithstanding repeated demands for the past eight years, defendant arrogantly and
maliciously made plaintiff believe that it was going to pay the balance aforestated, that was
why plaintiff’s President and General Manager himself, HECTOR C. NAVASERO, personally
went to and from UP Los Baños to talk with defendant’s responsible officers in the hope of
expecting payment, when, in truth and in fact, defendant had no intention to pay whatsoever
right from the start on a misplaced ground of technicalities. Some of plaintiff’s demand letters
since year 1983 up to the present are hereto attached as Annexes A, B, C, D, E, F, G, and H
hereof;
 6. That by reason of defendant’s malicious, evil and unnecessary misrepresentations that it
was going to pay its obligation and asking plaintiff so many red tapes and requirements to
submit, compliance of all of which took plaintiff almost eight (8) years to finish, when, in truth
and in fact, defendant had no intention to pay, defendant should be ordered to pay plaintiff
no less than PESOS: ONE HUNDRED THOUSAND (₱100,000.00) exemplary damages, so
that other government institutions may be warned that they must not unjustly enrich
themselves at the expense of the people they serve.23

In its answer, UP denied liability and alleged that PHILAB had no cause of action against it because
it was merely the donee/beneficiary of the laboratory furniture in the BIOTECH; and that the FEMF,
which funded the project, was liable to the PHILAB for the purchase price of the laboratory furniture.
UP specifically denied obliging itself to pay for the laboratory furniture supplied by PHILAB.

After due proceedings, the trial court rendered judgment dismissing the complaint without prejudice
to PHILAB’s recourse against the FEMF. The fallo of the decision reads:

WHEREFORE, this case is hereby DISMISSED for lack of merit without prejudice to
plaintiff's recourse to the assets of the Marcos Foundation for the unpaid balance of
₱792,939.49.

SO ORDERED.24

Undaunted, PHILAB appealed to the Court of Appeals (CA) alleging that the trial court erred in
finding that:

1. the contract for the supply and installation of subject laboratory furniture and equipment
was between PHILAB and the Marcos Foundation; and,

2. the Marcos Foundation, not the University of the Philippines, is liable to pay the
respondent the balance of the purchase price.25

The CA reversed and set aside the decision of the RTC and held that there was never a contract
between FEMF and PHILAB. Consequently, PHILAB could not be bound by the MOA between the
FEMF and UP since it was never a party thereto. The appellate court ruled that, although UP did not
bind itself to pay for the laboratory furniture; nevertheless, it is liable to PHILAB under the maxim:
"No one should unjustly enrich himself at the expense of another."

The Present Petition

Upon the denial of its motion for reconsideration of the appellate court’s decision, UP, now the
petitioner, filed its petition for review contending that:

I. THE COURT OF APPEALS ERRED WHEN IT FAILED TO APPLY THE LAW ON

CONTRACTS BETWEEN PHILAB AND THE MARCOS FOUNDATION.

II. THE COURT OF APPEALS ERRED IN APPLYING THE LEGAL PRINCIPLE OF UNJUST
ENRICHMENT WHEN IT HELD THAT THE UNIVERSITY, AND NOT THE MARCOS
FOUNDATION, IS LIABLE TO PHILAB.26

Prefatorily, the doctrinal rule is that pure questions of facts may not be the subject of appeal by
certiorari under Rule 45 of the 1997 Rules of Civil Procedure, as this mode of appeal is generally
restricted to questions of law.27 However, this rule is not absolute. The Court may review the factual
findings of the CA should they be contrary to those of the trial court.28 Correspondingly, this Court
may review findings of facts when the judgment of the CA is premised on a misapprehension of
facts.29

On the first assigned error, the petitioner argues that the CA overlooked the evidentiary effect and
substance of the corresponding letters and communications which support the statements of the
witnesses showing affirmatively that an implied contract of sale existed between PHILAB and the
FEMF. The petitioner furthermore asserts that no contract existed between it and the respondent as
it could not have entered into any agreement without the requisite public bidding and a formal written
contract.

The respondent, on the other hand, submits that the CA did not err in not applying the law on
contracts between the respondent and the FEMF. It, likewise, attests that it was never privy to the
MOA entered into between the petitioner and the FEMF. The respondent adds that what the FEMF
donated was a sum of money equivalent to ₱29,000,000, and not the laboratory equipment supplied
by it to the petitioner. The respondent submits that the petitioner, being the recipient of the laboratory
furniture, should not enrich itself at the expense of the respondent.

The petition is meritorious.

It bears stressing that the respondent’s cause of action is one for sum of money predicated on the
alleged promise of the petitioner to pay for the purchase price of the furniture, which, despite
demands, the petitioner failed to do. However, the respondent failed to prove that the petitioner ever
obliged itself to pay for the laboratory furniture supplied by it. Hence, the respondent is not entitled to
its claim against the petitioner.

There is no dispute that the respondent is not privy to the MOA executed by the petitioner and
FEMF; hence, it is not bound by the said agreement. Contracts take effect only between the parties
and their assigns.30 A contract cannot be binding upon and cannot be enforced against one who is
not a party to it, even if he is aware of such contract and has acted with knowledge
thereof.31 Likewise admitted by the parties, is the fact that there was no written contract executed by
the petitioner, the respondent and FEMF relating to the fabrication and delivery of office and
laboratory furniture to the BIOTECH. Even the CA failed to specifically declare that the petitioner and
the respondent entered into a contract of sale over the said laboratory furniture. The parties are in
accord that the FEMF had remitted to the respondent partial payments via checks drawn and issued
by the FEMF to the respondent, through Padolina, in the total amount of ₱2,288,573.74 out of the
total cost of the project of ₱2,934,068.90 and that the respondent received the said checks and
issued receipts therefor to the FEMF. There is also no controversy that the petitioner did not pay a
single centavo for the said furniture delivered by the respondent that the petitioner had been using
ever since.

We agree with the petitioner that, based on the records, an implied-in-fact contract of sale was
entered into between the respondent and FEMF. A contract implied in fact is one implied from facts
and circumstances showing a mutual intention to contract. It arises where the intention of the parties
is not expressed, but an agreement in fact creating an obligation. It is a contract, the existence and
terms of which are manifested by conduct and not by direct or explicit words between parties but is
to be deduced from conduct of the parties, language used, or things done by them, or other pertinent
circumstances attending the transaction. To create contracts implied in fact, circumstances must
warrant inference that one expected compensation and the other to pay.32 An implied-in-fact contract
requires the parties’ intent to enter into a contract; it is a true contract.33 The conduct of the parties is
to be viewed as a reasonable man would view it, to determine the existence or not of an implied-in-
fact contract.34 The totality of the acts/conducts of the parties must be considered to determine their
intention. An implied-in-fact contract will not arise unless the meeting of minds is indicated by some
intelligent conduct, act or sign.35

In this case, the respondent was aware, from the time Padolina contacted it for the fabrication and
supply of the laboratory furniture until the go-signal was given to it to fabricate and deliver the
furniture to BIOTECH as beneficiary, that the FEMF was to pay for the same. Indeed, Padolina
asked the respondent to prepare the draft of the contract to be received by the FEMF prior to the
execution of the parties (the respondent and FEMF), but somehow, the respondent failed to prepare
one. The respondent knew that the petitioner was merely the donee-beneficiary of the laboratory
furniture and not the buyer; nor was it liable for the payment of the purchase price thereof. From the
inception, the FEMF paid for the bills and statement of accounts of the respondent, for which the
latter unconditionally issued receipts to and under the name of the FEMF. Indeed, witness Lirio
testified:

Q: Now, did you know, Mr. Witness, if PHILAB Industries was aware that it was the Marcos
Foundation who would be paying for this particular transaction for the completion of this
particular transaction?

A: I think they are fully aware.

Q: What is your basis for saying so?

A: First, I think they were appraised by Dr. Padolina. Secondly, there were occasions during
our inspection in Los Baños, at the installation site, there were occasions, two or three
occasions, when we met with Mr. Navasero who is the President, I think, or manager of
PHILAB, and we appraised him that it was really between the foundation and him to which
includes (sic) the construction company constructing the building. He is fully aware that it is
the foundation who (sic) engaged them and issued the payments.36

The respondent, in its Letter dated March 26, 1986, informed the petitioner and sought its assistance
for the collection of the amount due from the FEMF:

Dear Dr. Padolina:

May we request for your much-needed assistance in the payment of the balance still due us
on the laboratory furniture we supplied and installed two years ago?

Business is still slow and we will appreciate having these funds as soon as possible to keep
up our operations.

We look forward to hearing from you regarding this matter.

Very truly yours,

PHILAB INDUSTRIES, INC.37

The respondent even wrote former President Aquino seeking her assistance for the payment of the
amount due, in which the respondent admitted it tried to collect from her predecessor, namely, the
former President Ferdinand E. Marcos:
 YOUR EXCELLENCY:

At the instance of the national government, subject laboratory furnitures were supplied by
our company to the National Institute of Biotechnology & Applied Microbiology (BIOTECH),
University of the Philippines, Los Baños, Laguna, in 1984.

Out of the total contract price of PESOS: TWO MILLION NINE HUNDRED THIRTY-NINE
THOUSAND FIFTY-EIGHT & 90/100 (₱2,939,058.90), the previous administration had so far
paid us the sum of ₱2,236,119.52 thus leaving a balance of PESOS: ONE MILLION FOUR
HUNDRED TWELVE THOUSAND SEVEN HUNDRED FORTY-EIGHT & 61/100
(₱1,412.748.61) inclusive of interest of 24% per annum and 30% exchange rate adjustment.

On several occasions, we have tried to collect this amount from your predecessor, the latest
of which was subject invoice (01643) we submitted to DR. W. PADOLINA, deputy director of
BIOTECH. But this, notwithstanding, our claim has remained unacted upon up to now. Copy
of said invoice is hereto attached for easy reference.

Now that your excellency is the head of our government, we sincerely hope that payment of
this obligation will soon be made as this is one project the Republic of the Philippines has
use of and derives benefit from.38

Admittedly, the respondent sent to the petitioner its bills and statements of accounts for the
payments of the laboratory furniture it delivered to the petitioner which the petitioner, through
Padolina, transmitted to the FEMF for its payment. However, the FEMF failed to pay the last
statement of account of the respondent because of the onset of the EDSA upheaval. It was only
when the respondent lost all hope of collecting its claim from the government and/or the PCGG did it
file the complaint against the petitioner for the collection of the payment of its last delivery of
laboratory furniture.

We reject the ruling of the CA holding the petitioner liable for the claim of the respondent based on
the maxim that no one should enrich itself at the expense of another.

Unjust enrichment claims do not lie simply because one party benefits from the efforts or obligations
of others, but instead it must be shown that a party was unjustly enriched in the sense that the term
unjustly could mean illegally or unlawfully.39

Moreover, to substantiate a claim for unjust enrichment, the claimant must unequivocally prove that
another party knowingly received something of value to which he was not entitled and that the state
of affairs are such that it would be unjust for the person to keep the benefit.40 Unjust enrichment is a
term used to depict result or effect of failure to make remuneration of or for property or benefits
received under circumstances that give rise to legal or equitable obligation to account for them; to be
entitled to remuneration, one must confer benefit by mistake, fraud, coercion, or request.41 Unjust
enrichment is not itself a theory of reconvey. Rather, it is a prerequisite for the enforcement of the
doctrine of restitution.42

Article 22 of the New Civil Code reads:

Every person who, through an act of performance by another, or any other means, acquires
or comes into possession of something at the expense of the latter without just or legal
ground, shall return the same to him. (Boldface supplied)
In order that accion in rem verso may prosper, the essential elements must be present: (1) that the
defendant has been enriched, (2) that the plaintiff has suffered a loss, (3) that the enrichment of the
defendant is without just or legal ground, and (4) that the plaintiff has no other action based on
contract, quasi-contract, crime or quasi-delict.43

An accion in rem verso is considered merely an auxiliary action, available only when there is no
other remedy on contract, quasi-contract, crime, and quasi-delict. If there is an obtainable action
under any other institution of positive law, that action must be resorted to, and the principle of accion
in rem verso will not lie.44

The essential requisites for the application of Article 22 of the New Civil Code do not obtain in this
case. The respondent had a remedy against the FEMF via an action based on an implied-in-fact
contract with the FEMF for the payment of its claim. The petitioner legally acquired the laboratory
furniture under the MOA with FEMF; hence, it is entitled to keep the laboratory furniture.

IN LIGHT OF ALL THE FOREGOING, the petition is GRANTED. The assailed Decision of the Court
of Appeals is REVERSED AND SET ASIDE. The Decision of the Regional Trial Court, Makati City,
Branch 150, is REINSTATED. No costs.

SO ORDERED.

Puno, Austria-Martinez, Tinga, and Chico-Nazario*, JJ., concur.

Footnotes

* On leave.

1
Penned by Associate Justice Demetrio G. Demetria (retired), with Associate Justices
Ramon Mabutas, Jr. (retired) and Jose L. Sabio, Jr., concurring.

2
Penned by Associate Justice Jose L. Sabio, Jr., with Associate Justices Oswaldo Agcaoili
(retired) and Sergio L. Pestaño, concurring.

3
Penned by Judge Zeus C. Abrogar.

4
Rollo, p. 104.

5
Exhibit "I."

6
Rollo, p. 65.

7
Exhibit "24."

8
Exhibit "2."

9
Exhibit "3."

10
Exhibit "4."

11
Rollo, p. 109.
12
Ibid.

13
Exhibit "8."

14
Exhibit "7."

15
Exhibit "9."

16
Exhibit "10."

17
Exhibit "11."

18
Exhibit "12."

19
Exhibit "14."

20
Exhibit "15."

21
Exhibit "16."

22
Rollo, p. 45.

23
Id. at 43-44.

24
Id. at 58.

25
Records, p. 52.

26
Rollo, p. 11.

27
Metropolitan Bank and Trust Company v. Wong, 359 SCRA 608 (2001).

28
Tando v. Court of Appeals, 372 SCRA 321 (2001).

Spouses Constante Firme and Azucena E. Firme v. Bukal Enterprises and Development
29

Corporation, G.R. No. 146608, October 23, 2003.

30
Article 1311, New Civil Code.

31
Manila Port Services, Inc. v. Court of Appeals, 20 SCRA 1214 (1967).

32
17 Corpus Juris Secundum, Contract, pp. 559-560.

33
G. T. Fogle & Co. v. United States, 135 F.2d 117 (1943).

34
Roebling v. Dillon, 288 F.2d 386 (1961).

35
Baltimore & O. R. Co. v. United States, 261 U.S. 592 (1923).
36
TSN, 17 August 1992, p. 14.

37
Exhibit "12."

38
Exhibit "14."

Mon-Ray, Inc. v. Granite Re, Inc., 677 N.W.2d 434 (2004) citing First National Bank of St.
39

Paul v. Ramier, 311 N.W. 2d 502, 504 (1981).

40
ServiceMaster of St. Cloud v. GAB Bus. Services., Inc., 544 N.W.2d 302, 306 (1996).

41
Callaway Golf Company v. Dunlop Slazenger Group Americas, Inc., 318 F.Supp.2d 216
(2004); Dinosaur Dev., Inc. v. White, 216 Cal.App.3d 1310, 265 Cal.Rptr. 525 (1989).

42
Reeves v. Alyeska Pipeline Service Company, 926 P.2d 1130 (1996).

Tolentino, Arturo M., Commentaries and Jurisprudence on the Civil Code of the
43

Philippines, Vol. I, pp. 77; In Albrecht v. Walter, 572 N.W.2d 809 (1997), it was held that:

… (1) an enrichment; (2) an impoverishment; (3) some connection between

enrichment and impoverishment; (4) the absence of justification for enrichment and
impoverishment; and (5) the absence of a remedy provided by law.