A lessor of a parking space (BSP) is not liable for the loss of a vehicle parked therein due to the negligence of security guards supplied by an independent security agency (AIB), where there is no employer-employee relationship between the lessor and the guards, no principal-agent relationship, and the security contract between the lessor and the agency does not contain a stipulation pour autrui in favor of the lessee. The contractual relationship between the vehicle owner paying a parking fee and the parking lot owner, where the owner retains the keys and control of the vehicle, is one of lease, not bailment.

Spouses Benjamin C. Mamaril and Sonia P. Mamaril were jeepney operators who, since 1971, parked their six passenger jeepneys every night at the Boy Scout of the Philippines' (BSP) compound for a monthly fee of P300.00 per unit. BSP had a contract with AIB Security Agency, Inc. (AIB) for security services at its compound, which included the deployment of security guards.

• Spouses Benjamin C. Mamaril and Sonia P. Mamaril (Sps. Mamaril) were jeepney operators who parked their six passenger jeepneys nightly at the Boy Scout of the Philippines (BSP) compound for a fee of P300.00 per month per unit.
• On the evening of May 26, 1995, all six jeepneys were parked inside the BSP compound.
• The following morning, one jeepney (Plate No. DCG 392) was discovered missing and was never recovered.
• Security guards Cesario Peña and Vicente Gaddi, employees of AIB Security Agency, Inc. (AIB) which BSP contracted for security, reported that a male person who looked familiar took the vehicle out of the compound.
• Sps. Mamaril alleged the loss was due to the gross negligence of the security guards who allowed a stranger to drive out the vehicle, despite an agreement that only authorized drivers endorsed by the owners could do so.
• Peña and Gaddi allegedly admitted their negligence during an investigation.
• BSP issued parking tickets which stated: “Management shall not be responsible for loss of vehicle or any of its accessories or article left therein.”
• Sps. Mamaril coordinated ingress and egress procedures for their vehicles directly with AIB and its guards, without BSP's knowledge or consent.

• The Court of Appeals erred in absolving respondent Boy Scout of the Philippines (BSP) from any liability for the loss of their vehicle.
• The Guard Service Contract between BSP and AIB Security Agency, Inc. (AIB) should make BSP liable, and the CA erred in ruling it was purely between BSP and AIB without any obligation to third persons like petitioners.
• The CA erred in interpreting the agreement between BSP and petitioners as a contract of lease, whereby BSP is not duty-bound to protect or take care of petitioners' vehicles.
• The parking ticket issued by BSP, containing an exculpatory clause, should not absolve BSP from liability.
• The CA erred in deleting the RTC's awards for damages (value of accessories, loss of income, moral damages, exemplary damages) and attorney's fees.

• (BSP) It denied liability, contending that Sps. Mamaril directly dealt with AIB regarding the handling of parked vehicles.
• (BSP) The parking ticket expressly stated that "Management shall not be responsible for loss of vehicle or any of its accessories or article left therein."
• (BSP) The Guard Service Contract was solely for the protection of BSP's properties, officers, and employees, and Sps. Mamaril were not parties to it and could not claim benefits thereunder.
• (BSP) No employer-employee relationship existed between BSP and the security guards Peña and Gaddi; AIB was their true employer.
• (AIB) It alleged it observed due diligence in the selection, training, and supervision of its security guards.
• (Peña and Gaddi) They claimed the person who drove out the lost vehicle represented himself as the owners' authorized driver and possessed a key to the vehicle, implying Sps. Mamaril had no cause of action against them.

• Whether respondent Boy Scout of the Philippines (BSP) is liable for the loss of Sps. Mamaril's vehicle.
• Whether the Guard Service Contract between BSP and AIB Security Agency, Inc. created an obligation on the part of BSP in favor of Sps. Mamaril, a third party.
• Whether the agreement between Sps. Mamaril and BSP for parking was a contract of lease.
• Whether Sps. Mamaril are entitled to the damages and attorney's fees awarded by the RTC but deleted by the CA.

• The Supreme Court denied the petition and affirmed the Court of Appeals' decision, holding that BSP is not liable for the loss of Sps. Mamaril's vehicle.
• The proximate cause of the loss was the negligence of security guards Peña and Gaddi, employees of AIB, not BSP.
• BSP cannot be held vicariously liable under Article 2180 of the Civil Code because there was no employer-employee relationship between BSP and the security guards; AIB was their employer.
• No principal-agent relationship existed between BSP and the security guards; BSP merely hired AIB's services under a principal-client relationship.
• Sps. Mamaril cannot claim any rights under the Guard Service Contract between BSP and AIB based on the principle of relativity of contracts (Article 1311, Civil Code), as they were not parties to it, and the contract did not contain any stipulation pour autrui in their favor.
• The agreement between Sps. Mamaril and BSP was a contract of lease for parking space, not a bailment, as Sps. Mamaril retained the keys and control over their vehicles. As lessor, BSP's obligation was to provide peaceful enjoyment of the leased premises, not to insure the vehicle against theft by third parties.
• Under Article 1664 of the Civil Code, a lessor is not liable for a mere act of trespass by a third person; the lessee has a direct action against the intruder. The loss due to the guards' negligence is akin to an act of trespass by third persons for which BSP is not liable.
• The exculpatory clause on the parking ticket, while a contract of adhesion, is not per se void and is binding as Sps. Mamaril accepted its terms by parking for approximately 20 years. The minimal parking fee also negates an inference that BSP undertook to be an insurer.
• The deletion of awards for actual damages (accessories, lost income), moral damages, exemplary damages, and attorney's fees by the CA was proper due to lack of sufficient proof for actual damages and lack of factual/legal basis for the others.

• Quasi-Delict (Article 2176, Civil Code) — Whoever by act or omission causes damage to another, there being fault or negligence, is obliged to pay for the damage done. This was the basis for the liability of the security guards and AIB due to the guards' negligence.
• Vicarious Liability (Article 2180, Civil Code) — Employers shall be liable for the damages caused by their employees acting within the scope of their assigned tasks. This was not applied to BSP because it was not the employer of the negligent security guards; AIB was their employer.
• Principal-Agent Relationship (Article 1868, Civil Code) — By the contract of agency, a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter. This was found not to exist between BSP and the security guards, as the guards were not acting in representation of BSP but were employees of AIB, which had a principal-client relationship with BSP.
• Relativity of Contracts (Article 1311, paragraph 1, Civil Code) — Contracts take effect only between the parties, their assigns and heirs. Sps. Mamaril, not being parties to the Guard Service Contract between BSP and AIB, could not claim rights or favor under it.
• Stipulation Pour Autrui (Article 1311, paragraph 2, Civil Code) — If a contract should contain some stipulation in favor of a third person, he may demand its fulfillment provided he communicated his acceptance to the obligor before its revocation. The Court found no such stipulation in the Guard Service Contract that clearly and deliberately conferred a favor upon Sps. Mamaril.
• Contract of Lease (Article 1643, Civil Code) — In the lease of things, one of the parties binds himself to give to another the enjoyment or use of a thing for a price certain, and for a period which may be definite or indefinite. The Court characterized the parking agreement between Sps. Mamaril and BSP as a lease of parking space, where Sps. Mamaril paid a fee, parked their car, locked it, and took the keys, meaning possession and control did not pass to BSP.
• Lessor's Obligation and Liability for Trespass (Articles 1654 and 1664, Civil Code) — Article 1654 obliges the lessor to maintain the lessee in peaceful and adequate enjoyment of the lease. Article 1664 states the lessor is not obliged to answer for a mere act of trespass which a third person may cause on the use of the thing leased, but the lessee shall have a direct action against the intruder. BSP, as lessor, was not liable for the loss caused by the negligence of third persons (the guards, leading to theft).
• Contract of Adhesion — Contracts prepared by one party and assented to by the other on a "take it or leave it" basis. The Court held that contracts of adhesion are not void per se and are binding if the terms are accepted without objection, as Sps. Mamaril did with the parking ticket's exculpatory clause for many years.
• Actual Damages — Compensation for pecuniary loss actually suffered and duly proven. The Court affirmed the deletion of actual damages for vehicle accessories and lost income because Sps. Mamaril failed to prove these with a reasonable degree of certainty.

• "It is settled that where the security agency, as here, recruits, hires and assigns the work of its watchmen or security guards, the agency is the employer of such guards and watchmen. Liability for illegal or harmful acts committed by the security guards attaches to the employer agency, and not to the clients or customers of such agency."
• "Thus, in order that a third person benefited by the second paragraph of Article 1311, referred to as a stipulation pour autrui, may demand its fulfillment, the following requisites must concur: (1) There is a stipulation in favor of a third person; (2) The stipulation is a part, not the whole, of the contract; (3) The contracting parties clearly and deliberately conferred a favor to the third person – the favor is not merely incidental; (4) The favor is unconditional and uncompensated; (5) The third person communicated his or her acceptance of the favor before its revocation; and (6) The contracting parties do not represent, or are not authorized, by the third party. However, none of the foregoing elements obtains in this case."
• "It has been held that the act of parking a vehicle in a garage, upon payment of a fixed amount, is a lease. Even in a majority of American cases, it has been ruled that where a customer simply pays a fee, parks his car in any available space in the lot, locks the car and takes the key with him, the possession and control of the car, necessary elements in bailment, do not pass to the parking lot operator, hence, the contractual relationship between the parties is one of lease."
• "It is axiomatic that actual damages must be proved with reasonable degree of certainty and a party is entitled only to such compensation for the pecuniary loss that was duly proven."

• Soliman, Jr. v. Tuazon — Cited to establish that the security agency is the employer of the security guards and is liable for their acts, not the client. The client generally has no hand in selecting guards and cannot be expected to observe diligence in their selection. Instructions given by the client to guards are usually mere requests within the service contract.
• Vallacar Transit, Inc. v. Catubig — Cited for the definition of proximate cause.
• Jayme v. Apostol — Cited in relation to the principle that negligence of employees (security guards) is attributed to their employer (security agency), not the client (BSP).
• Loadmasters Customs Services, Inc. v. Glodel Brokerage Corp. — Cited for the element of representation as the basis for agency.
• Narvaez v. Alciso — Cited for the requisites of a stipulation pour autrui under Article 1311 of the Civil Code.
• Integrated Packaging Corp. v. CA — Cited for the principle of relativity of contracts, where parties not privy to a contract cannot claim rights thereunder.
• Goldstein v. Roces — Referenced in the context of lessor's liability (implicitly, likely related to Art. 1664, though the specific point from Goldstein is not detailed in the main text beyond a footnote).
• Ong Lim Sing, Jr. v. FEB Leasing & Finance Corp. — Cited for the principle that contracts of adhesion are binding if their terms are accepted without objection.
• Macasaet v. R Transport Corp. — Cited for the rule that actual damages must be proved with reasonable certainty.
• Dutch Boy Philippines, Inc. v. Seniel and Cipriano v. CA — Cited regarding the necessity of providing sufficient justification for awards of moral/exemplary damages and attorney's fees.

• Civil Code, Article 20 — Every person, who, contrary to law, willfully or negligently causes damage to another, shall indemnify the latter for the same. Relevant to the general principle of indemnification for damage.
• Civil Code, Article 2176 — Whoever by act or omission causes damage to another, there being fault or negligence, is obliged to pay for the damage done (quasi-delict). This was the basis of liability for AIB and its guards.
• Civil Code, Article 2180 — The obligation imposed by Article 2176 is demandable for acts of persons for whom one is responsible, including employers for their employees. The Court found this inapplicable to BSP as it was not the employer of the guards.
• Civil Code, Article 1868 — Defines a contract of agency. The Court found no agency relationship between BSP and the security guards.
• Civil Code, Article 1311 — Governs the relativity of contracts and stipulations pour autrui. Used to show Sps. Mamaril could not benefit from the Guard Service Contract as they were not parties and there was no stipulation in their favor.
• Civil Code, Article 1643 — Defines a contract of lease. The Court classified the parking agreement as a lease.
• Civil Code, Article 1654 — Outlines the obligations of the lessor, including maintaining the lessee in peaceful and adequate enjoyment of the lease.
• Civil Code, Article 1664 — States that the lessor is not obliged to answer for a mere act of trespass by a third person. Applied to absolve BSP from liability for the theft facilitated by the guards' negligence.