*1 v. REYNOLDS. COFFIN [Jas. of the Case. Statement REYNOLDS, ALEXANDER J. JAMES COFFIN, Appellant, Respondent. Executor, ., &c Complaint—Powers Liability Practice—Dismissal of of Referee—Stockholders’ Corporation. rendered Service complaint ground Under the Code a referee to dismiss has not does contain sufficient facts to constitute cause of action. secretary A corporation laborer or servant of manufacturing corporation corporation a stockholder of the such sense as to render liable for under the 18th his services as Section Act authoriz- ing corporations (3d the formation of Edm. St. at manufacturing Large, p. the estate action is to recover from of Elias brought
This in a called the West- who was corporation Reynolds, debt for ser- $1,800, chester Iron Company, alleged Robert claimed to have been vices performed company by J. Plaintiff. Coffin, that a was recovered favor avers complaint judgment an execution
of the Plaintiff issuing and its return and that the unsatisfied; thereon, com- to Robert Coffinfor services as of said indebted J. in the amount claimed. otherwise, pany, n thecausewas referred him, to a before referee, counsel the Defendant’s and before was taken, any testimony that it did not set to dismiss the on moved the reason that a cause of and this for action, forth for the West- Coffin any does allege ; as their or servant, Iron laborer, apprentice chester Company can evidence no claim made, Coffin as laborer, servant, said Some in fact such services were performed. apprentice, the referee, the view taken stated, but, grounds state a cause held that did not which he with costs, they it, dismissing General Term, On an need not noticed. be specially appeal COFFIN v. REYNOLDS. Opinion by Bacon,
in tlie Third District, and affirmed, comes judgment this Court from the there rendered. by appeal judgment
James Emott for Appellant.
li. E. Andrews for Respondent. Bacon J. On Coiut appeal Supreme question seems to have been made that the referee erred disposing case That pleadings. in the question presented Ap- points, pellant’s although elaborately argued by Respondent.
It was to entertain application stage since the Code provides specific objection does not state facts sufficient to constitute cause need not be taken answer or but is availa demurrer, ble in of the action. The any stage practice adopted by referee has been sanctioned several and adjudications, very is resorted to at the commonly sometimes after Circuit, the evidence all is when it in, the office performs motion substantially arrest or for non judgment, obstante under veredicto, old and where the practice, point plainly clearly pre sented the Plaintiff’s pleadings, upon without opening, into evidence at all. going Gould v. 19 (See Glass, 195; v. 10 Barb. Taft, Ludington 447; Emery Pease, 63.) No evidence which could have under the pleadings would have and a changed result, un protracted to reach it. necessary involved in this case the true construc- simply
tion of the 18th section of the Act of 1848, the forma- authorizing tion of corporations and mechanical manufacturing, mining, That section is as purposes. follows: The stockholders of any company, organized provisions shall be act, jointly severally liable for all individually debts that maybe due owing laborers, apprentices, averment, corporations.” in this is, that the debt claimed was due to Robert Coffin J. for services performed him as and otherwise.” Does him within the bring pro- COFFIN v. REYNOLDS. Bacon, tection of the statute It ? will that he not, course, pretended was an can it nor claimed that he was a hardly apprentice, laborer, reduced inquiry substantially was he a is a servant ? The narrow one, calls hardly for or is and a few much susceptible elaboration, seems "of will it. me, dispose
As an I think the construction, original question scope of the statute was to the classesmost purpose protect appropriately described words those in manual used, engaged officersof distinguished men corporation, professional *3 in its to additional relief a engaged service; furnish to short, class who labor small for to whom usually compensation, moderate of their is an interest and neces- pittance wages object and who are sity, to take care of their own con- poorly qualified or look cerns, after their sharply employers.
A is an officer of riot secretary company, only appurtenant to such as matter corporations of common arrangement of in act under these experience, spoken which corpora- tions are that Coffin organized. allegation performed as he that was servant not, therefore, allegation or laborer neither did the of, employment company; “ and of the claim. The otherwise,” enlarge scope is so Defendant, liable, strictly statute; provision to a condition for services claimed to necessary recovery have been must have one performed is, they by who is a in order or laborer, servant, apprentice. to attach a must services of the to show stockholder, par- “ ticular kind and other- in the and the words, statute, designated are either to when to be be wise,” insensible, sought rejected to a must be considered stockholder’s applied liability, they enumerated to services the several referring performed capacities us to with statute, back by directly brings which we started.
If we we were to attach to these words larger meaning, should make would construction which statute giving and intent to cover kind of while its every plain import service, T7 COEEIN Bacon, enumerated with care and class, afford specific protection discrimination.
An that Robert J. Coffin admission performed than well may. very otherwise this who that admission will not made, yet charge kind of be made liable for can service which only particular In no cause of action short, under, the statute specifies. arising unless statute, stated, or created party its aid to his within recover, it. seeking brings so far as have they spoken Upon cases, In I Defendant. is, think, decidedly
weight authority made under Conant v. Van the claim was Sehaick railroad act of stock- 1850, attaching liability due to its holders of railroad debts incorporations laborers or for services servants,” performed him as The Plaintiff recover for services sought and for the services of a roadman a civil engineer held the Defendant him. The Court employed but in -the servant Conant the, exists in is careful to note distinction which Court that the words the statute will to wit: apply *4 a the who have not the service of persons company employed such as different and distinctive appellation, proper In Brown the Ericsson v. Barb. 390) (38 company.” agents was the action engineer brought consulting in “ where liability ” company laborers and operatives was debts due imposed as broad as the case The before language not within words but the Court held that us, as distin- his were that act; professional, spirit intended to protect the statute manual, guished While, their heads. their rather than men who work with hands, manual involve of the Plaintiff some therefore, might of the than the that was the rather labor, principal incident at from the one circum- bar, service. while differs case, to it. enunciates principle applicable stantially COFFIN Bacon, But in Aiken Wasson the Court of (24 Appeals a construction to the laborers and gave servants,” railroad which harmonizes with act, entirely rendered in this It was there that a case. held con tractor for the construction of of the road of the part was neither a laborer nor servant within the act. Selden Judge was to throw says policy Legislature special protec tion around that class of who should persons actually perform mauual labor of the He what is adds, very pertinent to this case, extended sense the directors and very officersof the be considered as its principal corporation may no one would contend that agents yet pro ‘ ’ vision was benefit. The word servants is qualified, and to some extent its limited, association word ‘ to the maxim laborers,’ noscitur If a sociis.” con according who not oversees and directs tractor, but only usually per forms a itof is not a part himself, servant, surely secretary, officer of the whose duties involve a minimum ordinarily amount either of head or hand comes far work, short of very embraced in that class. being semblance of only having authority contrary
is Richardson v. Abendroth
Ho report allusion is made to one which seems to have been rendered on some former occasion, who tried the Allen, Judge felt cause, himself him he concluded, law case then says before was, manufacturing company, law of is a servant within the 1848, 18th section of act. He held the Defendant was not another his ground, decision was affirmed the General Term in First District, stated reference made to by him; *5 other point.
It would have been more if the to which satisfactory opinion allusion is thus if in of fact was ever had made, given, in furnished form the reported to that we Court, have might on duly weighed which appreciated grounds 79 COFFIN Grover,
Opinion by an the case can In the of such
it absence opinion, proceeded. an to consideration, or if entitled authority, regarded hardly have those we cited, must be deemed quite outweighed by us to different conclusion. conduct it am also that was a condition I precedent an have been com- that action should Defendant liability within a after the debt be- year menced corporation in is no to due. There averment complaint effect, came when stated which it can be learned from nor anything Without on the accrued. such no averment, debt Defendant shown. part should be affirmed. Two questions presented exceptions Grover, J. in this
taken case. whether First, referee, Appellant has dismiss issues fact, power complaint upon that it contain facts to main- does not sufficient ground tain an action whether the second, power possessed, ; cause of set out show facts present ? action An examina- there can no doubt.
As to first show that the 148, tion of 143 will Code, objection § it demurrer or is not waived either answer. failing present All that is entitled to to establish his prove, are the facts contained complaint; right referee dismiss be absurd hold could would after the facts were nonsuit but, the complaint, proved, might Plaintiff failed to show on ground proof of action.
In trials is entered before referees judgment report, and there is to move no opportunity arrest, cause It therefore fol- of action. shows on this lows the referee dismiss the ground. the referee assumed possession power by v. see 62; Pease also v. Taft,
Emery Ludington Barb. and Gould 447; Glass, *6 COEEIN v. REYNOLDS.
Opinion by Grover, n The real in the case whether the facts question is, set out showed a recovery by as stockholder I think company. it must be assumed that the averments of the commencement of the and recovery judgment against corpora- were sufficient tion, the motion to That dismiss. omis- aver that sion to such action commenced within a year from the time the cause therefor to have occurred, ought referee. The cause of action disregarded by alleged were indebted to is, the Plain- company tiff’s for services rendered secre- company and otherwise. This tary, whether a presents case of the of the insolvency company, for the services of its secretary. addition The of the does not otherwise,” aid the unless shall held that a stockholder is liable for all services rendered the this be it is clear so, for in that event he would be liable for good, as secretary.
The 18th section of the act formation man- authorizing &c. Gen. companies, Edm. ufacturing Statutes, 736), pro- vides that the stockholders of under company organized act should be jointly liable for severally individually debts be due and owing laborers, servants, for services apprentices, whether the question is, is in- company cluded under the terms the statute. !
I think he is not; a certain that, although sense he a ser- vant of the he is not so within the of the statute. meaning of the statute was to afford design class protection of the known as the employees laborers, as,officers and not apprentices, agents company.
It was deemed leave proper by the latter Legislature class to their remedy against Section 5 of the act company only. provides appointment subordinate president COSTIN' *7 Grover, Had the these statute to include it would have designed officers, terms but are in the last them; section embracing they called and not officers, company. are not within same
Again: reason laborers. The latter are occu- special protection have no means of pied knowing anything condition of the while the former pecuniary better usually with that than the creditors. acquainted general Ho reason is seen the officers should have additional why any for their -of security salaries creditors. beyond I think that neither the nor those of. officer of came within the 18th
any sec- corporation, and that a tion, stockholder is not liable therefor.
This accords with the this Court in Aiken v. Was- reasoning N. son Y. and of the Court in (24 Ericsson Brown 482), Supreme and Conant v. Van Schaick id. (38 390), (24 was not precise involved, therefore decided, it was held in Bichardson v. Abendroth id. the stockholders were liable for Ho salary secretary. were
reasons and I think the case therefor, assigned respect erroneous. n It thus appears stockholders are not liable for all ser- vices The addition of the does otherwise,” not therefore had ren- import assignor dered services for exists.
From absence I think proposition amend, inference probable had rendered no such service.
However this referee was be, dismissing must be affirmed. All concur.
Affirmed.
JOEL TIFFAHY, State Beporter.