33 N.J. Eq. 192 | New York Court of Chancery | 1880
To a large number of the claims for wages exhibited against the Oxford Iron Company, and in behalf of which liens are
*194 “ In case of the insolvency of any corporation, the laborers in the employ thereof shall have a lien upon the assets thereof, for the amount of wages due to them respectively, which shall be paid prior to any other debt or debts of said company; and the word ‘laborera’ shall be construed to include all persons doing labor or service of whatever character, for or as workmen or employees in the regular employ of such corporation.” Bev. 188.
That part of the section which- creates a lien is practically a transcript of the forty-second section of the act authorizing the establishment of manufacturing corporations. Nix. Dig. (4th ed.) 539. The proper construction of the section last mentioned, so far as it affects the question under consideration, was settled in Bedford v. Newark Machine Co., 1 C. E. Gr. 117. The purpose of both being the same, and their language being identical, a
The second question propounded is, Does this lien arise in favor of an assignee of a claim for wages, who acquired his right prior to the date of insolvency fixed by the decree ? The wages, to be within the protection of the statute, must be due to a person in the employ of the corporation at the time when it becomes insolvent. If, prior to that time, they are assigned, so that when insolvency occurs they are not due to an employee, no lien arises. Such, I think, is the plain direction of the statute. Its words are, “ In case of the insolvency of any corporation, the laborers in the employ thereof shall have a lien upon the assets thereof, &c.” Only those in the employ of the corporation at the time of its insolvency are within either the words or the policy of the statute. The purpose of the-statute is obvious. It is sometimes a matter of the utmost importance to the public that the business of an insolvent corporation should be kept in operation, and it is almost always true that the property of such bodies cannot be preserved unless they are kept up as going concerns. The statute was designed to accomplish both of these purposes. And to this end it was clearly necessary that the employees of a corporation in an insolvent condition, whose skill and labor are indispensable to the continuance of its operations, should be made
An assignment made after the lien, has attached passes, of course, both wages and lien, and in such case the assignee will hold the debt with its security.
The third question submitted asks whether, if a claim is presented, embracing other items than charges for wages, a lien for any part of it will attach. The statute gives no specific direction as to the method in which claims under this section shall be
The fourth question discussed is, Does the statute give a lien for wages earned prior to April 7th, 1875 ? That is the date of the incorporation of the provision under consideration into the general corporation act. Prior to that date it applied to such corporations only as were organized under the act authorizing the establishment of manufacturing corporations. The Oxford Iron Company -was created by special charter. P. L. of 1859 p. 377.
There is nothing on the face of this statute, and certainly nothing in its policy, which indicates that the legislature intended it should have a retrospective effect. The lien given by it, as against this corporation, attaches only to wages earned since April 7th, 1875.
Some of the employees of the Oxford Iron Company have permitted their wages to remain uncollected for long periods, extending in some instances over three or four years. Whether they did so at the request of the officers of the corporation, or because they believed them to be safe and desired them to accumulate, does not appear. The question raised on this branch of the case is, Are such parts of the claim as embrace wages earned prior to the pay-day immediately preceding the date when the corporation became insolvent, entitled to the preference given by the statute ? It is insisted that the statute was not
The sixth question is, Does the acceptance of a promissory note operate as a waiver of the lien ? This lien, like any other right, may be waived. An intention to extinguish a right may, in' certain cases, be as unmistakably manifested by acts as by
The seventh question may be stated as follows: Does this lien include interest? The question, it will be observed, assumes that interest has accrued. What the fact is I have no means of ascertaining, but for the purpose of deciding the question, I shall assume that interest has accrued. Interest is not within the literal terms used — wages alone are mentioned. The employees are to have a lien “ for the amount of wages due to them respectively.” Ordinarily, where a debt bears interest, the interest is regarded as an incident of the debt, constituting part of it; and if a lien is given for the debt, it covers the whole debt, including interest. But the word used here is not “ debt,” but “ wages ”— viz., compensation for labor or services. Another part of the section, however, shows that wages was used as synonymous with
The counsel of the receiver charges that some of the claims have been proved for sums in excess of the amounts really due. Such claims, he insists, are fraudulent; and for that reason it is the duty of the court to declare the right of lien, in respect to them, to be forfeited. There is no evidence of fraud before the court. But suppose there was — the statute does not make fraud a cause of forfeiture. It contains no words of forfeiture for any cause. Such a purpose must not be imputed to the law-making power, in the absence of clear words, oran implication so strong as to be equivalent to express words. Reeve v. Elmendorf, 9 Vr. 185, has no application to the matter in hand. There is no analogy, in any point of view, betweeen the two cases. Usually the officers of a corporation are much better informed as to the amounts due to its creditors of this class than are the creditors themselves. Their books frequently contain the only account existing between the parties, and in case of dispute are resorted to by both parties as their mutual arbiter. It is not pretended in this case that the least difficulty will be encountered in ascertaining the actual amounts due.
In my judgment, the mere fact that a claim for wages is presented for a sum in excess of the amount really due, does not deprive the claimant of the preference given to him by the statute.