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Corporate Stock Subscription Disputes

This document summarizes two court cases related to unpaid stock subscriptions. The first case establishes that a corporation does not have the legal capacity to release a subscriber from their obligation to pay for shares they subscribed to. Any agreement to do so would be invalid. The second case establishes that the National Labor Relations Commission does not have jurisdiction over disputes between stockholders and corporations regarding unpaid stock subscriptions. Specifically, the NLRC cannot deduct unpaid stock subscriptions from an employee's wages except in very limited circumstances established by law.

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John Roel Villaruz
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114 views3 pages

Corporate Stock Subscription Disputes

This document summarizes two court cases related to unpaid stock subscriptions. The first case establishes that a corporation does not have the legal capacity to release a subscriber from their obligation to pay for shares they subscribed to. Any agreement to do so would be invalid. The second case establishes that the National Labor Relations Commission does not have jurisdiction over disputes between stockholders and corporations regarding unpaid stock subscriptions. Specifically, the NLRC cannot deduct unpaid stock subscriptions from an employee's wages except in very limited circumstances established by law.

Uploaded by

John Roel Villaruz
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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G.R. No.

L-45493 April 21, 1939

GERARDO GARCIA, plaintiff-appellee,

vs.

ANGEL SUAREZ, defendant-appellant.

Facts:

Suarez subscribed to sixteen shares of the capital stock of the Compañia Hispano-Filipina, Inc., a
corporation which is duly formed and organized. Of the sixteen subscribed shares, at the par value of
P100 each, the appellant only paid P400, the value of four shares. Garcia made demand to collect to
Suarez.

Issue:

WON a corporation has legal capacity to release a subscriber to its capital stock from the obligation to
pay for his shares?

Ruling

A stock subscription is a contract between the corporation and the subscriber, and courts will enforce it
for or against either. A corporation has no legal capacity to release a subscriber to its capital stock from
the obligation to pay for his shares, and any agreement to this effect is invalid. (Velasco vs. Poizat, 37
Phil., 802.) (Miranda vs. Tarlac Rice Mill Co., 57 Phil., 619.)

A corporation has no power to release an original subscriber to its capital stock from the obligation of
paying for his shares, without a valuable consideration for such release; . . . . (Philippine Trust Co. vs.
Rivera, 44 Phil., 469.)
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:

Apocada bought shares to a corporation. However, unable to pay in full, he was obliged to pay it
through its wages by filing case in NLRC.

Issue:

WON NLRC has jurisdiction to determine such intra-corporate dispute between the stockholder and the
corporation as in the matter of unpaid subscriptions?

Ruling:

NLRC has no jurisdiction to determine such intra-corporate dispute between the stockholder and the
corporation as in the matter of unpaid subscriptions. NLRC cannot validly set it off against the wages and
other benefits due petitioner. Article 113 of the Labor Code allows such a deduction from the wages of
the employees by the employer, only in three instances, to wit:

ART. 113. Wage Deduction. — No employer, in his own behalf or in behalf of any person, shall make any
deduction from the wages of his employees, except:

(a) In cases where the worker is insured with his consent by the employer, and the deduction is to
recompense the employer for the amount paid by him as premium on the insurance;

(b) For union dues, in cases where the right of the worker or his union to checkoff has been recognized
by the employer or authorized in writing by the individual worker concerned; and

(c) In cases where the employer is authorized by law or regulations issued by the Secretary of Labor.

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