1) The recurring problem

In service relationships (construction, repairs, IT, marketing, professional consulting, logistics, maintenance, etc.), disputes often begin the same way:

A provider performs “additional work” not clearly included in the agreed scope; then
The provider bills extra charges; and
The client refuses payment, claiming no approval (or no agreed price).

Legally, these cases are rarely only about who is right—they’re about (a) what was actually agreed, (b) what can be proved, and (c) what remedies apply when the parties’ conduct diverges from the written or verbal scope.

2) Core contract principles that govern “additional work” disputes

A. Contracts have the force of law between the parties

A service contract’s scope, price, deliverables, and process bind both sides. If the provider charges for work outside the scope, the provider generally must show a legal basis for collecting—such as a valid contract variation, a separate agreement, or an equitable ground.

Key Civil Code anchors (often invoked in litigation):

Contracts must be complied with in good faith (pacta sunt servanda).
Consent + object + cause are essential for a valid contract.
Autonomy of contracts: parties may stipulate terms not contrary to law, morals, good customs, public order, or public policy.
Form: as a rule, contracts are binding regardless of form, but proof becomes harder without writings.

B. “No agreement” can mean different things

When a client says “we didn’t agree,” they might mean:

No agreement on scope (work not included);
No agreement on price (scope may be requested, but no rate/amount approved);
No authority (someone informally requested extra work but lacked authority to bind the client);
No compliance with procedure (contract requires written change orders, yet the provider proceeded anyway).

Each has different consequences.

3) How Philippine law characterizes “additional work”

Unagreed additional work typically falls into one (or more) of these legal buckets:

A. Contract variation / change order (best case for the provider)

If the parties mutually agreed—expressly or impliedly—to expand scope and adjust price, the extra work is simply a contract modification.

What matters:

Clear assent (written change order, signed proposal, email approval, messaging thread, minutes of meeting, purchase order).
Price agreement (fixed amount, unit rates, time-and-materials, or a method for determining compensation).

B. Separate implied contract

Even if the original contract wasn’t formally amended, a court may infer a separate agreement if:

The client requested or knowingly accepted additional work; and
The provider performed in reliance on that request/acceptance; and
It would be commercially unreasonable to treat the work as gratuitous.

C. Quantum meruit (reasonable value of services)

Where no enforceable price agreement exists but the client benefited from services, the provider may claim compensation on quantum meruit—payment of the reasonable value of work done (often used when:

The contract is void/unenforceable on technical grounds;
The scope is unclear, but benefit and acceptance are evident; or
The price term failed, yet performance occurred).

Quantum meruit is not automatic: the provider must show benefit, acceptance, and reasonableness of the amount.

D. Unjust enrichment (Civil Code Article 22)

A client should not be enriched at another’s expense without just or legal ground. This can support recovery where the client retains the benefit of additional work yet insists on paying nothing.

However, unjust enrichment is often treated as subsidiary—used when no adequate contract remedy fits.

E. Quasi-contract / negotiorum gestio (management of affairs)

If the provider undertook extra work without the client’s knowledge to avert damage or protect the client’s interest (think urgent repairs to prevent flooding, emergency stabilization, etc.), the legal theory may resemble negotiorum gestio: managing another’s affairs without authority can justify reimbursement of necessary and useful expenses, subject to strict conditions and good faith.

F. Solutio indebiti (mistaken payment) for clients

If the client already paid extra charges by mistake or without basis, the client may seek recovery under solutio indebiti (payment not due), especially if the payment was made under pressure, accounting error, or misunderstanding—though factual context matters.

4) What counts as “breach” in these disputes

A. Provider-side breach

Common breach theories against the provider include:

Billing outside scope contrary to agreed contract price;
Proceeding with extra work despite a clause requiring prior written approval;
Misrepresentation (“this is included”) then later charging;
Overcharging (inflated quantities, padded hours, duplicate billing);
Failure to disclose foreseeable extras early (bad faith issues);
Unauthorized subcontracting or deviation from specifications causing extra cost.

B. Client-side breach

Clients can be liable for breach when they:

Directed or approved extra work and later refuse to pay;
Accepted and used deliverables with knowledge of extra scope;
Prevented performance, delayed approvals, or caused rework, triggering contract-based entitlements (if the contract allocates those risks);
Withheld payment for undisputed portions without contractual right.

C. The “procedure breach” vs. “price breach” distinction

A frequent turning point: the contract says “No extra work unless with written change order.”

If strictly enforced, the provider may lose contractual entitlement for extras done without compliance.
But courts may still consider equitable recovery (quantum meruit / unjust enrichment) if the client clearly benefited and acted inequitably—especially if the client induced the work or knowingly allowed it.

Outcomes often depend on evidence of client knowledge, acceptance, and fairness.

5) The evidence that usually decides the case

In practice, these disputes are won or lost on documentation and credibility.

A. The “scope” evidence

Signed contract + annexes (scope of work, service-level agreement, statement of work, bill of quantities, plans/specs)
Proposals/quotations and what was incorporated
Exclusions list (“not included” items)
Assumptions and dependencies

B. The “approval” evidence

Change orders, variation orders, written directives
Email approvals, messaging screenshots, meeting minutes
Purchase orders or work tickets signed by an authorized representative
Site instructions (construction), work orders (maintenance), sprint approvals (IT)

C. The “acceptance/benefit” evidence

Delivery receipts, sign-offs, punch lists, acceptance certificates
Proof the client used the output (deployment logs, go-live notices, marketing runs, installed equipment)
Photos, inspection reports, as-built plans
Testimonies of who observed and accepted the work

D. The “reasonableness of charges” evidence

Breakdown of labor/materials/overhead
Timesheets, invoices, supplier receipts
Industry rates, expert testimony (when needed)
Comparative quotations

E. Authority evidence (often overlooked)

Disputes frequently turn on whether the person who “approved” extras had authority:

Board/owner authorization
Authorized signatory lists
Project governance documents
Past course of dealing (who historically approves)

A client can defeat an extra-charge claim by proving: “The person who told you to do it couldn’t bind us, and you knew or should’ve known.” Conversely, providers defend by showing apparent authority or prior practice.

6) Typical defenses (and how they work)

Provider defenses

Implied consent: client requested/approved through conduct.
Estoppel: client induced reliance (e.g., “go ahead”), then reneged.
Prevention doctrine: client-caused delays/rework entitle adjustment (if contract supports).
Emergency necessity: extra work needed to prevent imminent harm.
Quantum meruit / unjust enrichment: client benefited; nonpayment is inequitable.

Client defenses

Strict change-order clause: no written approval, no pay.
Included in scope: extras are actually part of base scope.
No meeting of minds on price: no consent to charges.
Unauthorized instruction: request came from non-authorized staff.
Defective performance: extra work was corrective of provider’s own mistakes.
Overbilling / unconscionable charges: amount unreasonable, unsupported.
Payment already covers it: lump sum includes contingencies.

7) Damages and remedies under Philippine civil law

A. Contract remedies

Depending on the breach and contract terms, a party may seek:

Specific performance (compel performance) or rescission (resolution) for reciprocal obligations (Civil Code Article 1191 context),
Actual/compensatory damages (proved losses),
Moral damages (generally not for simple breach; typically requires bad faith, fraud, or analogous circumstances),
Exemplary damages (when bad faith is established and as deterrence),
Nominal damages (to vindicate a right),
Temperate/moderate damages (when loss is certain but amount is hard to prove),
Attorney’s fees (only when justified by law/contract and jurisprudential standards),
Interest (often turns on demand, delay, and the nature of the obligation).

B. Equitable recovery

If the provider cannot prove a valid variation, courts may still award:

Reasonable value of benefit conferred (quantum meruit),
Reimbursement of necessary/useful expenses in emergency-like scenarios.

But equitable awards are typically less favorable than a well-documented change order and may be adjusted downward for uncertainty.

8) Forums and dispute pathways in the Philippines

A. Litigation in regular courts

Money claims and contract disputes are filed in first-level courts or Regional Trial Courts depending largely on the amount and venue rules.
Small Claims (where applicable) can be used for certain money claims under simplified procedure (but coverage depends on the prevailing Supreme Court rules and thresholds).

B. Arbitration and ADR

If the contract has an arbitration clause, the parties may be compelled to arbitrate under the policy favoring ADR (framework associated with Republic Act No. 9285, the ADR Act).

C. Construction-specific arbitration

For construction disputes, the Construction Industry Arbitration Commission (CIAC) is commonly the designated forum when the dispute is construction-related and the arbitration agreement or legal framework applies. Construction extra-work claims are a classic CIAC issue (variation orders, claims for extension, price escalation, etc.).

9) Contract drafting: the clauses that prevent “extra work” fights

Well-drafted service contracts don’t rely on “common sense”; they hard-code process.

A. Scope precision

Detailed deliverables + acceptance criteria
Exclusions and assumptions
Client responsibilities (data, access, approvals)

B. Change order mechanism (the centerpiece)

Include:

What counts as a “change”
Who can approve (authorized roles)
Required form (signed change order / PO / email from specific address)
Pricing method for changes (fixed, unit rates, time-and-materials with caps)
Effect on timelines

C. Pricing clarity

Base price and what it includes
Rates for additional work
Reimbursables and proof required
Payment milestones; retention; penalties (if lawful) vs liquidated damages

D. Dispute resolution clause

Escalation steps (project manager → executives → mediation → arbitration/court)
Governing law and venue
Interim payment rules (e.g., pay undisputed amounts)

E. Records and audit

Timesheets, logs, approvals, and inspection rights
Document hierarchy (contract vs proposal vs email)

10) Operational best practices (what actually works on the ground)

For service providers

Treat every extra request as a mini-proposal: scope, price, time impact, written approval.
If urgent: send a written notice immediately (“Proceeding to prevent damage; will submit cost breakdown; please confirm.”).
Maintain clean work logs, photos, version histories, and sign-offs.
Bill extras with a traceable narrative: “Instruction → Work Done → Proof → Cost Basis.”

For clients

Enforce a single approval channel (PO system, designated email, signatory matrix).
Respond promptly to variation proposals; silence creates factual ambiguity.
Require itemized additional charges and supporting documents.
Pay undisputed amounts to reduce exposure to claims of delay/bad faith.

11) Prescription (time limits) that often matters

In broad terms under the Civil Code:

Actions based on a written contract generally prescribe in 10 years.
Actions based on an oral contract generally prescribe in 6 years.

The correct period can vary based on the nature of the claim and how it’s framed, but parties should assume delay can weaken both legal rights and evidentiary strength.

12) A practical legal framework for analyzing any case

A disciplined way to evaluate an “unagreed additional work” dispute is to answer, in order:

What was the original scope and price?
Was the extra work actually outside scope?
Was there valid approval (and by someone with authority)?
If no formal approval, did the client knowingly accept the benefit?
Was the contract’s change-order procedure mandatory and strictly breached?
Was the provider acting in good faith (or self-serving)?
Are the charges provable and reasonable?
What remedy fits best: contract price, adjusted price, or quantum meruit?
What forum controls (court, arbitration, CIAC), and what does the contract require?

This structure matches how many Philippine fact-finders and tribunals naturally reason through the evidence: agreement → authority → acceptance → fairness → quantification.

13) Sample change-order clause (adaptable)

Change Orders. No additional work, variation, or deviation from the Scope shall be undertaken unless the Client issues a written Change Order approved by the Client’s Authorized Representative. Each Change Order shall describe the revised scope, adjustments in fees, and impact on schedule. If the Client requests urgent work to prevent material damage or service interruption, the Service Provider may proceed upon written instruction (email acceptable) and shall submit a cost and time proposal within [48] hours; continued work beyond emergency stabilization requires an approved Change Order. Unless otherwise agreed, additional work shall be priced at the rates in Annex [__] or, if none, at reasonable market rates supported by documentation.