Republic of the Philippines

SUPREME COURT
Manila
FIRST DIVISION
G.R. No. 80039 April 18, 1989
ERNESTO M. APODACA, petitioner,
vs.
NATIONAL LABOR RELATIONS COMMISSION, JOSE M. MIRASOL a! INTRANS
P"ILS., INC., respondents.
Diego O. Untalan for petitioner.
The Solicitor General for public respondent.
Barcelona, Perlas, Joven & cade!ia "a# Offices for private respondents.

GANCA#CO, J.:
Does the National abor Relations !o""ission #NR!$ have %urisdiction to resolve a
clai" for non&pa'"ent of stoc( subscriptions to a corporation) *ssu"in+ that it has, can
an obli+ation arisin+ therefro" be offset a+ainst a "one' clai" of an e"plo'ee a+ainst
the e"plo'er) These are the issues brou+ht to this court throu+h this petition for revie,
of a decision of the NR! dated Septe"ber -., -/.0.
The onl' re"ed' provided for b' la, fro" such a decision is a special civil action for
certiorari under Rule 12 of the Rules of !ourt based on %urisdictional +rounds or on
alle+ed +rave abuse of discretion a"ountin+ to lac( or e3cess of %urisdiction, not b' ,a'
of an appeal b' certiorari. Nevertheless, in the interest of %ustice, this petition is treated
as a special civil action for certiorari.
Petitioner ,as e"plo'ed in respondent corporation. On *u+ust 4., -/.2, respondent
5ose M. Mirasol persuaded petitioner to subscribe to -,266 shares of respondent
corporation at P-66.66 per share or a total of P-26,666.66. 7e "ade an initial pa'"ent
of P80,266.66. On Septe"ber -, -/02, petitioner ,as appointed President and 9eneral
Mana+er of the respondent corporation. 7o,ever, on 5anuar' 4, -/.1, he resi+ned.
On Dece"ber -/, -/.1, petitioner instituted ,ith the NR! a co"plaint a+ainst private
respondents for the pa'"ent of his unpaid ,a+es, his cost of livin+ allo,ance, the
balance of his +asoline and representation e3penses and his bonus co"pensation for
-/.1. Petitioner and private respondents sub"itted their position papers to the labor
arbiter. Private respondents ad"itted that there is due to petitioner the a"ount of
P-0,616.60 but this ,as applied to the unpaid balance of his subscription in the a"ount
of P/2,:8/./8. Petitioner ;uestioned the set&off alle+in+ that there ,as no call or notice
for the pa'"ent of the unpaid subscription and that, accordin+l', the alle+ed obli+ation
is not enforceable.
In a decision dated *pril 4., -/.0, the labor arbiter sustained the clai" of petitioner for
P-0,616.60 on the +round that the e"plo'er has no ri+ht to ,ithhold pa'"ent of ,a+es
alread' earned under *rticle -68 of the abor !ode. <pon the appeal of the private
respondents to public respondent NR!, the decision of the labor arbiter ,as reversed
in a decision dated Septe"ber -., -/.0. The NR! held that a stoc(holder ,ho fails to
pa' his unpaid subscription on call beco"es a debtor of the corporation and that the
set&off of said obli+ation a+ainst the ,a+es and others due to petitioner is not contrar'
to la,, "orals and public polic'.
7ence, the instant petition.
The petition is i"pressed ,ith "erit.
Firstl', the NR! has no %urisdiction to deter"ine such intra&corporate dispute bet,een
the stoc(holder and the corporation as in the "atter of unpaid subscriptions. This
controvers' is ,ithin the e3clusive %urisdiction of the Securities and =3chan+e
!o""ission.
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Secondl', assu"in+ arguendo that the NR! "a' e3ercise %urisdiction over the said
sub%ect "atter under the circu"stances of this case, the unpaid subscriptions are not
due and pa'able until a call is "ade b' the corporation for pa'"ent.
$
Private
respondents have not presented a resolution of the board of directors of respondent
corporation callin+ for the pa'"ent of the unpaid subscriptions. It does not even appear
that a notice of such call has been sent to petitioner b' the respondent corporation.
>hat the records sho, is that the respondent corporation deducted the a"ount due to
petitioner fro" the a"ount receivable fro" hi" for the unpaid subscriptions.
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No doubt
such set&off ,as ,ithout la,ful basis, if not pre"ature. *s there ,as no notice or call for
the pa'"ent of unpaid subscriptions, the sa"e is not 'et due and pa'able.
astl', assu"in+ further that there ,as a call for pa'"ent of the unpaid subscription, the
NR! cannot validl' set it off a+ainst the ,a+es and other benefits due petitioner.
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*rticle --8 of the abor !ode allo,s such a deduction fro" the ,a+es of the e"plo'ees
b' the e"plo'er, onl' in three instances, to ,it?
*RT. --8. $age Deduction. @ No e"plo'er, in his o,n behalf or in
behalf of an' person, shall "a(e an' deduction fro" the ,a+es of his
e"plo'ees, e3cept?
#a$ In cases ,here the ,or(er is insured ,ith his consent b' the
e"plo'er, and the deduction is to reco"pense the e"plo'er for the
a"ount paid b' hi" as pre"iu" on the insuranceA
#b$ For union dues, in cases ,here the ri+ht of the ,or(er or his union
to chec(off has been reco+niBed b' the e"plo'er or authoriBed in
,ritin+ b' the individual ,or(er concernedA and
#c$ In cases ,here the e"plo'er is authoriBed b' la, or re+ulations
issued b' the Secretar' of abor.
%

>7=R=FOR=, the petition is 9R*NT=D and the ;uestioned decision of the NR!
dated Septe"ber -., -/.0 is hereb' set aside and another %ud+"ent is hereb'
rendered orderin+ private respondents to pa' petitioner the a"ount of P-0,616.60 plus
le+al interest co"puted fro" the ti"e of the filin+ of the co"plaint on Dece"ber -/,
-/.1, ,ith costs a+ainst private respondents.
SO ORD=R=D.
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