293 N.Y. 413 | NY | 1944
Upon a companion appeal [Hastings v. Byllesby (Haystone)
The eighteenth cause of action alleges that the defendants named therein, including the appellants, entered into "a corrupt and illegal conspiracy" to cause the dismissal of litigation which had been brought by stockholders of Standard Gas Electric Company against that corporation, its directors and other parties to set aside certain corporate transactions and to compel an accounting of profits wrongfully obtained by some of the parties to these transactions and of losses suffered by the corporation; and that "in pursuance of said illegal conspiracy and for their own individual benefits and not to serve any corporate purpose of Standard, the said defendants herein caused Standard to pay to the complainants therein a large sum of money". The purpose of the alleged conspiracy was consummated in 1930 and the courts below have held that the six-year Statute of Limitations applied to the cause of action which then accrued to the corporate debtor.
In our opinion upon the companion appeal in this case from the judgment dismissing the sixteenth cause of action against Haystone Securities Company, we held that no new cause of *417 action to recover corporate moneys wasted by corporate officers or directors or to recover damages suffered by the corporation through their malfeasance or neglect or to recover profits wrongfully secured by them, accrues to a trustee in bankruptcy upon his appointment. The defendants-appellants named in the eighteenth cause of action were elected directors of the debtor corporation in the year 1930 and they are charged with dereliction in that year. The cause of action against them, like the cause of action against Haystone Securities Company, pleaded in the same complaint, is based upon a wrong done to the debtor corporation. It belonged to the debtor. Title to that cause of action vested in the trustee upon his appointment and no new cause of action accrued to the trustee upon which the Statute of Limitations then began to run.
The defendants-appellants submitted upon the motion to dismiss a certified copy of the minutes of the meeting of the directors of the debtor corporation, held in the State of Illinois in September, 1930, at which they voted to ratify an agreement which had been theretofore made by officers of the corporation to settle litigation brought by stockholders of the debtor corporation to redress alleged wrongs done to the corporation and voted also to ratify the use of $200,000 of corporate moneys in settlement of that litigation. They claim that otherwise they had no part in the transaction upon which the cause of action against them is based. They are now, it is said, residents of this State and they urge that the alleged cause of action arose in the State of Illinois and, under the statutes of that State, was barred before September 27, 1935, when the petition in bankruptcy was filed. The question where the cause of action arose and whether the Statute of Limitations of the State of Illinois applies must await the trial of the action. It does not conclusively appear that the Illinois Statute applies.
The debtor corporation could have obtained complete relief by an action at law, in which the six-year Statute of Limitations would apply. No equitable accounting was necessary. The six-year period had elapsed before December 1939 when this action was commenced. It had not elapsed in 1935 when the petition in bankruptcy was filed and approved. At that time the Bankruptcy Act, section 11 (subd. d), provided that: "Suits shall not be brought by or against a trustee of a bankrupt estate *418
subsequent to two years after the estate has been closed." [Act July 1, 1898, 30 U.S. Stat. 549, U.S. Code, tit. 11, § 29, subd. (d).] In the case of Callaghan v. Bailey (
The amendatory act provides in section 4 that: "Except to the extent necessary to give effect to the provisions of section 6 of this amendatory Act, all Acts or parts of Acts inconsistent with any provisions of this amendatory Act are hereby repealed." Section 6 provides in part: "Except as otherwise provided in this amendatory Act, the provisions of this amendatory Act shall govern proceedings so far as practicable in cases pending whenit takes effect; but proceedings in cases then pending to which the provisions of this amendatory *419 Act are not applicable shall be disposed of conformably to the provisions of said Act approved July 1, 1898, and the Acts amendatory thereof and supplementary thereto." (Italics are supplied.) We think that the words "proceedings in cases then pending," as used in section 6, were intended to mean proceedings in bankruptcy "cases" then pending, and include proceedings of a trustee in bankruptcy in connection with actions which the trustee is authorized to bring in any court. In such proceedings the provisions of the Bankruptcy Act in effect when the bankruptcy petition was filed are applicable where it would not be "practicable" to apply inconsistent provisions of the revised statute. Perhaps, however, the result would be the same if a narrower construction were given to section 6. Even without an express provision in a statute that inconsistent provisions contained in earlier statutes are repealed, such inconsistent provisions would be repealed by necessary implication where the provisions in the earlier statutes cover the same field as the later statute and there is no room for reconciliation. On the other hand, the courts will not give retrospective operation to a statute which interferes with antecedent rights in the absence of an unequivocal expression in the statute that the Legislature intended that the statute should have such effect. Certainly the courts must hesitate to find implied in a statute an unexpressed legislative intent that its provisions should apply to antecedent rights beyond the point where that is "practicable." Sections 4 and 6 of the amendatory act are hardly more than a statutory reformulation of long-established rules of statutory construction.
This court has said that a Statute of Limitations may not be given retrospective effect where it does not "give a person reasonable time to enforce a remedy available to him before the bar of the statute will apply." (Halsted v. Silberstein,
The order should be affirmed, with costs, and the question certified answered in the affirmative.
LOUGHRAN, RIPPEY, LEWIS, CONWAY, DESMOND and THACHER, JJ., concur.
Order affirmed, etc. *421