Apodaca v. National Labor Relations Commission
REITERATIONFacts
1. The Antecedents: Petitioner Ernesto M. Apodaca was employed by respondent corporation. On August 28, 1985, he subscribed to 1,500 shares of the corporation at P100.00 per share, making an initial payment of P37,500.00. He was appointed President and General Manager on September 1, 1975, and resigned on January 2, 1986. The corporation sought to offset petitioner's unpaid wages and other benefits against his outstanding stock subscription balance. 2. Procedural History: Petitioner filed a complaint with the National Labor Relations Commission (NLRC) for unpaid wages, cost of living allowance, gasoline and representation expenses, and a 1986 bonus. The private respondents admitted a balance of P17,060.07 was due but claimed it should be offset against petitioner's unpaid stock subscription of P95,439.93. The labor arbiter ruled in favor of the petitioner, but the NLRC reversed this decision on appeal, holding that the set-off was permissible. This petition for review challenges the NLRC's decision. 3. The Petition: This petition, treated as a special civil action for certiorari, argues that the NLRC lacked jurisdiction over the intra-corporate dispute concerning unpaid stock subscriptions, which falls under the Securities and Exchange Commission's purview. Furthermore, it contends that even if the NLRC had jurisdiction, the unpaid subscriptions were not yet due as no call for payment was made by the corporation, and any deduction from wages is restricted by Article 113 of the Labor Code, which does not permit such set-off for unpaid stock subscriptions.
Issue(s)
Whether the National Labor Relations Commission (NLRC) has jurisdiction to resolve a claim for non-payment of stock subscriptions to a corporation. Whether unpaid stock subscriptions are due and demandable without a call for payment; and if so, whether an obligation arising from unpaid stock subscriptions can be offset against a money claim of an employee against the employer. Whether, even if a valid call for payment had been made, the set-off of the unpaid subscription against the petitioner's wages and other benefits is permissible under Article 113 of the Labor Code.
Ruling
The petition is granted. The questioned decision of the NLRC is set aside, and private respondents are ordered to pay petitioner the amount of P17,060.07 plus legal interest from December 19, 1986.
Ratio Decidendi
On the jurisdiction of the NLRC: The NLRC does not possess jurisdiction to adjudicate intra-corporate disputes, such as the claim for unpaid stock subscriptions. This matter falls exclusively within the competence of the Securities and Exchange Commission (SEC) under Section 5 of Presidential Decree No. 902-A. The NLRC's mandate is limited to labor disputes, and extending its authority to resolve disputes between a corporation and its stockholders regarding capital contributions would usurp the jurisdiction vested in the SEC. Therefore, any resolution by the NLRC on such matters is considered an act without or in excess of its jurisdiction. On the enforceability of unpaid stock subscriptions and the permissibility of set-off: Assuming, arguendo, that the NLRC could exercise jurisdiction, the obligation for unpaid stock subscriptions is not yet due and payable unless a formal call for payment has been made by the corporation. Section 67 of the Corporation Code of the Philippines (B.P. Blg. 68) requires a call, typically through a resolution of the board of directors, for such subscriptions to become enforceable. In this case, the private respondents failed to present any evidence of such a call or notice sent to the petitioner, rendering the alleged obligation not yet due and demandable. Consequently, the set-off was premature and without lawful basis. On the permissibility of set-off against wages: Even if a valid call for payment had been made, the NLRC erred in allowing the set-off of the unpaid subscription against the petitioner's wages and other benefits. Article 113 of the Labor Code strictly enumerates the only instances where deductions from an employee's wages are permissible. These include deductions for insurance premiums with the worker's consent, union dues with proper authorization, or when authorized by law or regulations. The set-off of an unpaid stock subscription does not fall under any of these exceptions. Therefore, the employer cannot unilaterally deduct earned wages to cover a corporate subscription debt.
Main Doctrine
The National Labor Relations Commission (NLRC) does not have jurisdiction over intra-corporate disputes concerning unpaid stock subscriptions, which fall under the exclusive jurisdiction of the Securities and Exchange Commission. Furthermore, unpaid subscriptions are not due and demandable without a proper call for payment, and such obligations cannot be set off against an employee's wages and benefits except under specific exceptions provided by law.