Victor was employed in MAIA Corporation. He subscribed to P1,500 shares of the corporation at P100 per share or a total of P150,000. He made an initial down payment of P37,500. He was appointed President and General Manager. Because of his disagreement with the Board of Directors, he resigned and demanded payment of his unpaid salaries, his cost of living allowance, his bonus, and reimbursement of his gasoline and representation expenses. MAIA Corporation admits that it owed Victor P40,000 but told him that this will be applied to the unpaid balance of his subscription in the amount of P100,000. There was no call or notice for the payment of the unpaid subscription. Victor questioned the set-off. (1994 BAR)

1. May MAIA set-off unpaid subscription with Victor’s claim for salaries?
2. Would your answer be the same if indeed there had been a call for the unpaid subscription?