Opinion
06-01-1894
WEATHERBY v. SAXONY WOOLEN CO.
Frank S. Katzenbach, Jr., for complainant W. Y. Johnson, for receiver.
Petition by Isaac Weatherby against the receiver of the Saxony Woolen Company to enforce a claim for compensation as an employe, the receiver having disallowed the same. Petition denied.
Frank S. Katzenbach, Jr., for complainant W. Y. Johnson, for receiver.
BIRD, V. C. The petitioner, who was president of the defendant corporation, which is now insolvent, asks to have his claim for compensation placed among those who are entitled to a preference as laborers and employes. At or about the organization of the company it appointed a "manager," at a salary of $2,000 a year. The exact nature and extent of the duties required of such manager only appear in a general way, which is that he had the superintendency of the business of the corporation. Afterwards, the company resolved to pay the president, who is the petitioner in this case, $1,500 a year, and "requested" him to assist the manager. At the time of the insolvency the company was indebted to the president, according to his claim, in a sum exceeding two-twelfths of his yearly salary, in case, under the resolution, it should appear that he was entitled to any part of his compensation before the expiration of the year. If entitled to any.)] under the statute respecting compensation to laborers and employes, be could only recover by way of preference for two months, instead of his whole claim, since the statute limits all such preferences to that period of time. Counsel for the complainant earnestly and skillfully sought to distinguish this case from that of England v. Organ Co., 41 N. J. Eq. 470, 4 Atl. 307, and to show that according to the principles laid down by Vice Chancellor Van Fleet in the case of Lehigh Coal & Nav. Co. v. Central R. Co., 29 N. J. Eq. 252, the petitioner should be classed among laborers and employes, and therefore entitled to a preference. The only difference between this case and that of England v. Organ Co. is that in this the president was requested to assist the manager. No such request, either written or verbal, appears to have been directly made of England by the directors. I think a moment's reflection will make it very apparent that such request or direction adds nothing whatever to the merit of the claim. It cannot be that upon due consideration, any one would insist that such request or direction created or imposed any new duties or obligations upon the president of the corporation. Evidently, an honorable and right-minded man would scorn the offer of such a salary, if there were no duties or obligations connected therewith, especially when honest and confiding creditors, in reliance upon his wisdom and sound judgment in the management of the concern of which he is head, trust it and give it large credit in other words, nothing can be plainer than that it is the duty of the president of a corporation to assist in the management of its affairs. While no higher duty can be imposed upon the court than to give full force and effect to every provision of the statute, yet it is under equal obligations to be governed, in the construction of statutes, by those principles which have in all ages governed judicial tribunals. I think Vice Chancellor Van Fleet gave expression to the true rule, which should be the guide in such cases, in Lehigh Coal & Nav. Co. v. Central R. Co., supra, in saying, "The preference given by the sixty-third section of the corporation act is in derogation of the right of creditors to be paid equally, and must not be extended by construction." Officers can only be included in the phrase "laborers and employes" by construction, and that too, of a very strained character. It cannot be that the legislature, in any of its enactments respecting preferences, meant to include officers, in the words "laborers" or "employes," for there has been no period in the history of legislation upon this subject when these different classes have not been broadly distinguished. The first legislation upon this subject only provided a preference for laborers. By universal consent, this had reference only to those who performed manual labor, of whatever nature, and there was but little difficulty in determining those who were included. But it became manifest to the common understanding that there was another class who did equal service in the interests of corporations and of their creditors, whose vocation was of a different character from that of mere manual labor. There seemed to be no just reason for omitting the latter class from the preference, and the legislature extended the favor which it had given to laborers to this class, and designated them as "employes." Surely, it cannot be, since the legislature proceeded in this very cautious manner, by advancing from the use of the word "laborers"327to that of "employes," that it meant also to include officers. Note again that the act provides for the payment of wages due to laborers and employes, for all service, of whatever nature, but makes not the slightest reference to salaries due to officers. The unmistakable difference in the true meaning and proper application of the words "wages" and "salaries," and the exclusion of the latter from the original enactment and especially from the amendment, render further discussion unnecessary. There is therefore no ground for the presumption that the legislature, when it amended the sixty-third section by adding thereto the word "employes," intended to include the office of president. The decision of the receiver will be affirmed.