Summary
In Wakefield v. Fargo, 90 N.Y. 213, under the same statute it was held that one who was employed at a yearly salary as book-keeper and general manager was not a laborer, servant or apprentice within the meaning of the act, and hence that he could not recover against the stockholders for a balance of salary due him from the insolvent corporation.
Summary of this case from United States v. LawsOpinion
Argued May 31, 1882
Decided October 17, 1882
R.W. Peckham for appellants Davidson, Fargo and Felter.
Charles S. Lester for appellant Judson.
Mathew Hale for respondents.
We agree with the General Term in the conclusion that "the High Rock Congress Spring Co.," was organized under the act of 1863, chapter 63, entitled "An act to extend the operation and effect of the act passed February 17, 1848, entitled `An act to authorize the formation of corporations for manufacturing, mining, mechanical, or chemical purposes;'" and that by the provisions of section two, the stockholders composing it became subject to the liabilities imposed by section eighteen of the original act, and therefore "liable for all debts that may be due and owing to their laborers, servants and apprentices for services performed for such corporation."
We also agree with that court in the opinion that the appellant Judson, was as between himself and the creditors of the corporation, a stockholder, and so within the purview of that section. He held the certificate of stock, and the books of the company disclosed this to be his relation to it. By admissions in the pleadings, the other appellants occupy the same position. But there is error in the judgment to the extent of the "Clark" claim. He was not within the meaning of the act, a "laborer, servant, or apprentice." It is true he is characterized in the findings, in general terms, as both "laborer" and "servant," but specifically is described as the book-keeper, and general manager of the company, and his duties accord therewith. He kept an account of all the receipts and disbursements of the company, and in the absence of the superintendent, had the charge and control of its business. He "worked by the year," was employed at a yearly salary of $1,200, and it is an indebtedness so created which has been allowed in this action.
A stockholder is not liable for the general debts of a corporation, if the statute creating it has been complied with. The clause in question creates a privileged class, into which none but the humblest employes are admitted, and the distinction which in practical life is easily discernable between president, director, officer, agent, and laborer, at once disappears in the face of such a judgment as we have before us. Clearly a distinction is made by the statute. The stockholder must pay, not debts due to all employes of the company, but those due to "laborers, servants, and apprentices," and not all debts due to them, but only such as are due for "services" performed for such corporation. It is plain we think, that the services referred to are menial or manual services — that he who performs them must be of a class whose members usually look to the reward of a day's labor, or service, for immediate or present support, from whom the company does not expect credit, and to whom its future ability to pay is of no consequence; one who is responsible for no independent action, but who does a day's work, or a stated job under the direction of a superior. ( Gordon v. Jennings, L.R., 9 Q.B.D. 45; Dean v. DeWolf, 16 Hun, 186, affirmed 82 N.Y. 626.) Such persons are described in the common law, in terms adopted, as is reasonable to suppose, in the statute before us. Speaking of master and servant, Blackstone (B. 1, chap. 14), says: "The first sort of servants acknowledged by the law of England, are menial servants. Another species of servants are called apprentices. A third species of servants are laborers, who are only hired by the day or the week." He also speaks of "stewards, factors, and bailiffs," as perhaps constituting a fourth class. But this, doubtingly, "because they serve in a superior, ministerial capacity," and in view of the declarations already made by this court as to the object of the statute ( Coffin v. Reynolds, 37 N.Y. 640; Gurney et al., v. Atlantic Great Western Railway Co. et al., 58 id. 367; Aikin, Administrator, v. Wasson, 24 id. 482; Stryker v. Cassidy, 76 id. 53; 32 Am. Rep. 262), it may be added that as such individuals occupy positions, and are usually of such capacity as enables them to look out for themselves, they are not within the privilege of the statute. To the language of the act must be applied the rule common in the construction of statutes, that when two or more words of analogous meaning are coupled together, they are understood to be used in their cognate sense, express the same relations, and give color and expression to each other. Therefore, although the word "servant" is general, it must be limited by the more specific ones, "laborer and apprentice" with which it is associated, and be held to comprehend only persons performing the same kind of service that is due from the others. It would violate this rule to hold that the intermediate, or second class, represented a higher grade than the class first named.
A general manager is not ejusdem generis with an apprentice or laborer; and although in one sense he may render most valuable services to the corporation, he would not in popular language be deemed a servant. The word used is no doubt broad enough, and might without exaggeration, represent all persons connected with the administration or furtherance of the affairs of a corporation; in this instance, from the one who dips or bottles the water, to the president, but this would manifestly be too general. "Laborer or apprentice" are words of limited meaning, and refer to a particular class of persons employed for a defined and low grade of service performed as before suggested without responsibility for the acts of others, themselves directed to the accomplishment of an appointed task under the supervision of another. They necessarily exclude persons of higher dignity, and require that one who seeks his pay as servant, should be of no higher grade than those enumerated as laborers or of lesser quality. A statute which treats of persons of an inferior rank cannot by any general word be so extended as to embrace a superior; the class first mentioned is to be taken as the most comprehensive " specialia generalibus derogant" (Blackstone's Intro., section 3; Sandiman v. Breach, 7 B. C. 96; Reg. v. Cleworth, 4 B. S. 927; Kitchen v. Shaw, 6 A. E. 729; Branwell v. Penneek, 7 B. C. 536; Williams v. Golding, L.R., 1 C.P. 69; Broom's Maxims, 625; Smith v. People, 47 N.Y. 337, ALLEN, J.)
The decisions already made by us, and above cited, also seem to exclude the claim in question. No two cases are alike, but the principle on which the ones referred to were decided, control here. On the other hand the respondent brings to our attention Hovey v. Ten Broeck (3 Rob. 316), where a conclusion was reached that the plaintiff, "a man of all work," who had a complete supervision of the property, men, and business of the company, who also kept their books, and was to receive for his services, at the rate of $500 per annum, was as to some matters a laborer, and others a servant, upon the ground that as "laborer" he performed manual work, and at other times as "servant" rose above it. When he did that we think he went beyond the statute. The word "servant" must be construed by its associates. It stands between "laborer" and "apprentice," and can represent no higher degree of employment. In Kincaid v. Dwinelle ( 59 N.Y. 548), also cited, the question was not presented.
The claim of Clark was improperly allowed, and the judgment should be modified, by striking the Clark claim and all interest thereon from the record, and so modified, it should be affirmed, without costs in this court to either party.
All concur.
Judgment accordingly.