78 N.J. Eq. 539 | N.J. | 1911
The opinion of the court was delivered by
The appellant seeks to support its claim to a preference under an equitable rule that was first worked out by Chief-Justice Waite in his opinion in Fosdick v. Schall, 99 U. S. 235. This case was decided in 1879, and has been since followed in the federal courts and by some state courts, not, however, with entire rmanimity as to the extent of the preference given, some courts having allowed a preference to all indebtedness of a certain sort incurred within eighteen months prior to insolvency, others having limited it to ninety days, and in others, which are the majoritjq six months is the time fixed.
It is not necessary to our decision of the present case that the doctrine illustrated by these cases be either explicitly stated or critically examined, since, regardless of its soundness or its merits, it is not open to the courts of this state to adopt it.
The general topic with which such equitable doctrine is concerned, is the distribution of the assets of insolvent corporations in the hands of a receiver with express reference to the preferences to be allowed in such cases. In this state, that matter has been the subject of legislative consideration, but the resulting legislation affords no support for the appellant’s claim. At the time Fosdick v. Schall was decided, our statutory law gave in cases of insolvent corporations a preferential lien that was un
In 1892, after the decision of Fosdick v. Schall, a new and independent statute was enacted upon this subject, by which a lien was given to laborers and workmen for the amount of wages due them for work and service performed within two months preceding the institution of insolvency proceedings, which claim was given a preference excepting as to mortgages on land and chattel mortgages that fulfilled certain requirements. In 1893, it was held, by Vice-Chancellor Van Fleet, that “the statute of 1892 covers the whole subject-matter embraced by the prior law, with an additional highly important provision, and was obviously designed to lake its place and stand as its substitute.” Mersereau v. Mersereau Company, 51 N. J. Eq. (6 Dick.) 382.
The general subject-matter of these statutes was manifestly the creation of liens and priorities in those cases in which the legislature thought they should exist. In 1896, this statute, substantially unchanged in its language, was incorporated by the legislature as sections 83 and 84 of the Revised Corporation act. This course of legislation shows that the legislature of this state has considered and dealt with the subject of preferential claims against insolvent corporations, allowing them in those cases in which in its judgment it was equitable and proper that they should be allowed, and not allowing them in the class of cases in which the appellant now claims that the court of chancery should have allowed them, notwithstanding this legislative regulation of the subject. For seventeen years prior to the revision of our Corporation act in 1896 the rule for which the appellant contends had been administered in the federal courts and elsewhere throughout this country, to -the presumed knowledge of the revisers of the Corporation act, who were men of exceptional breadth of legal and judicial knowledge. Under these circumstances, the provision of our present Corporation act, upon this subject, is in effect a declaration by the legislature as to the preferences that are to be allowed in the winding up of insolvent corporations of this state regardless of the rule upon'that subject in
Even those who are shocked at the notion that legislative power of any sort resides in a judicial tribunal will not hesitate to subscribe to the limitation of such power, assuming it to exist, viz., to cases not “already in general provided for.” All therefore may agree that whatever jurisdiction equity may have with respect to rights that axe incidental to the administration of a gmsi-public agency, such jurisdiction is conditioned upon the absence of any general legislative regulation of the subject, and hence falls whenever the legislative will, in this respect, has been declared. This bar, it should be noted, does not depend upon the details of such legislative action, but upon the fact that the legislature has declared its will upon the general subject, affirmatively by what it has enacted, negatively by what it refrained from enacting. The opposite view, for which the appellant must perforce contend, viz., that where the statutory law has given a preferential lien to
In the opinion quoted by the appellant, in support of this view, viz., Van Frank v. Missouri Pacific Railroad, Co., 89 Mo. App. 460, the argument is appropriately crowned with the thought that the law, to correct the deficiencies of which equity was established, includes not only law as distinguished from equity, but also contemporaneous statutory enactments, the inference sought to be drawn being that, where an act of the legislature is lacking in universality, equity may supply the deficiency.
Holding, as we do, the contrary view, our conclusion is that by force of the provisions of the Corporation act of this state the only preferential claims to be allowed in cases of insolvency are those that the legislature has declared, and that upon this ground the order of the chancellor denying a preference to the claim of the appellant should be affirmed.