G.R. No. 80039. April 18, 1989.
ERNESTO M. APODACA, petitioner, vs. NATIONAL LABOR RELATIONS COMMISSION, JOSE M. MIRASOL and INTRANS PHILS., INC., respondents.

FACTS

Petitioner Ernesto M. Apodaca was employed by respondent Intrans Phils., Inc. and was later appointed its President and General Manager. In August 1985, respondent Jose M. Mirasol persuaded Apodaca to subscribe to 1,500 corporate shares, with a total value of P150,000.00. Apodaca made an initial payment of P37,500.00, leaving an unpaid balance. He resigned from the company on January 2, 1986.
On December 19, 1986, Apodaca filed a complaint with the NLRC against the private respondents for the payment of various monetary claims, including unpaid wages and allowances, totaling P17,060.07. In their position paper, the private respondents admitted the monetary claim but sought to set it off against Apodaca’s alleged unpaid stock subscription balance of P95,439.93. Apodaca contested this set-off, arguing there was no valid call or notice for payment of the subscription, rendering the obligation unenforceable.

ISSUE

The primary issues are: (1) Whether the NLRC has jurisdiction to resolve a claim for unpaid stock subscriptions; and (2) Assuming jurisdiction, whether such an obligation can be lawfully set off against an employee’s monetary claims from the employer.

RULING

The Supreme Court granted the petition, reversing the NLRC decision. On jurisdiction, the Court held that a dispute between a stockholder and a corporation regarding unpaid subscriptions is an intra-corporate controversy. Under Presidential Decree No. 902-A, such matters fall within the exclusive original jurisdiction of the Securities and Exchange Commission, not the NLRC.
On the merits of the set-off, the Court ruled that even assuming the NLRC could take cognizance, the set-off was invalid. First, an unpaid stock subscription is not a due and demandable debt until a formal call for payment is made by the corporation’s board of directors. The private respondents failed to present any board resolution or evidence of a proper call and notice to Apodaca, making the obligation not yet payable. Second, assuming a valid call, the set-off against wages violated the Labor Code. Article 113 strictly enumerates the only permissible wage deductions, which do not include deductions for unpaid capital subscriptions. The employer’s act of withholding earned wages to satisfy a separate corporate debt is prohibited. Consequently, the Court ordered the private respondents to pay Apodaca his claim of P17,060.07 with legal interest.