G.R. No. 154130 - Astorga vs. People

Petitioner, Ernesto M. Apodaca, was employed by respondent corporation, Intrans Phils., Inc.
On August 28, 1985, respondent Jose M. Mirasol persuaded petitioner to subscribe to 1,500 shares of the corporation at P100.00 per share, with a total subscription price of P150,000.00.
Petitioner made an initial payment of P37,500.00 for the subscribed shares.
On September 1, 1975, petitioner was appointed President and General Manager of the respondent corporation.
Petitioner resigned from his position on January 2, 1986.

On December 19, 1986, petitioner filed a complaint with the National Labor Relations Commission (NLRC) against respondents for:

Private respondents admitted owing the amount of P17,060.07 but deducted this amount from the unpaid balance of petitioner’s stock subscription amounting to P95,439.93.
Petitioner objected to the set-off, claiming there was no call or notice for payment of the unpaid subscription fees and thus the obligation was not enforceable.

The labor arbiter ruled on April 28, 1987, in favor of petitioner, ordering payment of P17,060.07 for earned wages under Article 103 of the Labor Code, disallowing set-off against the subscription balance.
Upon appeal, the NLRC reversed the decision on September 18, 1987, holding:

A stockholder who fails to pay unpaid subscriptions upon call becomes a debtor of the corporation.
The set-off of the unpaid subscription obligation against wages was lawful and not contrary to law, morals, or public policy.

Petitioner filed a petition for review questioning the NLRC’s jurisdiction to resolve the dispute.
Petitioner further argued the unpaid subscription amount was not due and payable as no formal call or notice was made by the corporation.
Petitioner maintained the set-off was premature and without lawful basis.

Does the NLRC have jurisdiction to resolve a claim involving non-payment of stock subscriptions of a corporation?
If the NLRC has jurisdiction, can an obligation arising from unpaid stock subscriptions be set off against an employee’s money claims such as wages?