Mohney v. McClure
568 A.2d 682
Pa.
1990
Check Treatment

*2 WIEAND, Before TAMILIA HESTER, JJ.

HESTER, Judgе: Walter Mohney, appeals Jr. from the March 1989 order entered by the Court Common Pleas of Jefferson County granting summary judgment appellee, Hanak, Robert M. on the issue appellee’s liability as a corporate offiсer for nonpayment of wages. Appellant contends appel- lee, as corporate counsel for McClure Con- tracts, (“McClure”), Inc. is considered an employer liable for non-payment wages under the Wage Payment Collec- Law, (“WPCL”), tion 43 P.S. 260.9a.1 § 260.9a, pertinent part provides: 1. 43 P.S. § 14,1986. bankruptcy Ap- on November McClure declared personal brought against suit liabili- pellant independent bankruptcy, alleging under the WPCL ty he wages and that had no other that he owed back was bankruptcy. Appellee to the counters that remedy due appellant no under the since remedy WPCL his claim wages contractor and was independent fact claim for sales commissions. The trial court employee working was an concluded “non-functioning” wages but among not included those liable under the officer was affirm. appeal This followed. We WPCL. our we note that standard review

Preliminarily, summary judgment well-established. granting an order grant- court determining trial erred this court must ing summary judgment, a motion for ... *3 “pleadings, depositions, answers determine whether the show that interrogatories, admissions and affidavits fact, and any issue as material genuine there is no as a matter of moving party judgment the is entitled “However, may be en- summary judgment only law.” free are clear and from doubt.” tered in those cases which genuine exists any must determine whether there moving party fact. The the burden issue of triаble as to material genuine that no issue exists proving in facts, light must be examined most and record non-moving party. to the favorable determination, as true accept In this we making facts, as reasonable as well properly pleaded all Further- be drawn therefrom. might inferences which more, grant- court’s shall not disturb trial decision has been an error of unless there ing summary judgment law, manifest discretion. or a abuse 110-11, 554 A.2d Kass, Overly v. omitted). (citations (1989) 971-72 (b) by organization, party to whom employe, an labor Actions any may maintained court of any payable ... type of [against employer]. competent jurisdiction his working commenced appellant reveals that The record McClure) in (а predecessor ‍‌‌​​​​​‌​​‌‌​​​‌​​​‌‌​‌​‌‌‌​​‌‌​‌​‌‌​​‌​​​​‌‌​​‌‍Company Glass A.T. McClure a disabling he suffered glazier. In a glass 1948 There- accident. right hand in a work-related to his injury for A.T. and salesman after, an estimator appellant became McClure, until McClure then Compаny and McClure Glass draw paid biweekly a Appellant was bankruptcy. declared weeks the current the number of dividing by calculated completed jobs net profit of the by sum year prior year. clients the full McClure’s paid had been he had not been complaint in his alleged Appellant paid previous year in full from jobs compensated filed for bank- at the time McClure partially paid for jobs bankruptcy purposes. now that were accrued ruptcy but employee, appellant his he was an support claim that federal, state, and local had that McClure withheld alleged as well as pay- from his FICA paychecks, income taxes its appellant also carried member ments. McClure un- position is that it was plan. Appellee’s hospitalization contractor appellant independent was an derstood these indicia of employ- his own and that all controlled work as an аccommodation done for actually ment were by appellee. employ- determined that

The trial court determi- wages, and this ee McClure was owed back during this challenged has not been nation appellee was determined that The trial court also appeal. McClure, secretary of since the WPCL as not liable under corporation, “non-functioning” he was *4 therefore, the class of those was not included within he nonpayment the WPCL for held liable under intended to be require- this additional contends that wages. Appellant of and the legislature of the contrary to the intent ment is language. meaning statutory plain the WPCL the liable under argues parties Appellant as set “employer,” of within the definition include those the argues He further P.S. 260.2a.2 in 43 forth § 260.2a, (definitions), states: 2. P.S. § “any” statute’s use of should be construed to mean or “all” Estate, 365, “every.” 413 Pa. (1964). A.2d 850 Belefski Finally, he the contends words in the statute are clеar unambiguous and be construed according to their plain meaning and common usage. 1903(a); Pa.C.S. § Bell, Commonwealth v. Pa. (1986). A.2d 1172 Consequently, asserts the insertion re- of forth in quirements statutory not set language contra- of vene the cleаr intent the legislature. argument,

In support of this appellant notes that have we imposed liability on corporate civil for unpaid wages under the WPCL without into inquiry their actual ‍‌‌​​​​​‌​​‌‌​​​‌​​​‌‌​‌​‌‌‌​​‌‌​‌​‌‌​​‌​​​​‌‌​​‌‍functions responsibilities. or In support, appellant relies Cotton Amalgamated Garment and Allied Indus- upon Dion, tries Fund v. 341 Pa.Super. (1985), 491 A.2d 123 person in which a functioning officer shareholder failed have his corporation make contribu- fund, tions a retirement trust and we found him liable under specifiсally WPCL but declined to address question was intended to apply only highest corporate in Laborers officers. Subsequently, Mattei, Combined Funds Western Pennsylvania v. (1986), 518 A.2d 1296 similarly declined to require any showing officers, “scienter” by required by case law interpreting portions the criminal Compare: WPCL,3 finding Com- before them civilly liable. firm, association, "Employer", every person, partnership, includes receiver, corporation, or other officer of court of this Commоn- any agent any wealth or employ- the above classes ing any person [Emphasis in this Commonwealth. added.] 260.11a, pertinent part provides: 3. P.S. § (b) any penalty punishment pre- In addition to other or otherwise law, by employer any аny provisions scribed who violates of this act and, thereof, guilty summary upon shall be of a offense conviction punished by shall be a fine of not more than three hundred dollars ($300), both, days, imprisonment up to 90 for each offense____ (c) еmployer corporation, president, secretary, Where such is a exercising corresponding treasurer or officers shall each functions guilty summary added.) (Emphasis of such offense. *5 A.2d 317 v. Giugliano, monwealth showing a liability requires (1986) (criminal WPCL at least some functions their officers exercised corporate from to find criminal intent we refuse office since title). appellant contends Consequently, an office appellee be a requirement the trial court’s civilly was error. officer order liable “functioning” all officers or holding any agents or argues that Appellee could be so broad as include person liable employing officer, his level or agent, regаrdless or any ‍‌‌​​​​​‌​​‌‌​​​‌​​​‌‌​‌​‌‌‌​​‌‌​‌​‌‌​​‌​​​​‌‌​​‌‍corporate continues, interpreta- this Consequently, function. with the unreasonable to be accord is too broad and tion intent. See 1921(c)(4-6), Pa.C.S. legislature’s actual §§ results); Good- not intend absurd 1922(1), (legislature does (1974). A.2d 224 mаn 459 Pa. Kennedy, v. merit, has argument consequently, this conclude determine pertinent cases to how we examine language of this statute. interpreted courts have Mattei, supra, Funds v. Laborers Combined stat- ed: logic in the brunt this

Thus, imposing we see no so attenuated from core of financial fiasco those i.e., any wrongdoing, as to absolved the fault on the shoul place the obligation members, union as to the manner those who make the decisions ders of Lеgislature, The Corporation managed. in which the Wage and Collection Payment its enactment of the Whalen, indicated otherwise. See Ward Law, (C.P. 1981), County Allegheny D & Pa. C.3d written, regard personal liability wherein was with Act, under the default including Legislature purpose had some persons in corporation employing of a agent employer, the definition of the Commonwealth within subject these purpose only apparent and the corporation in the еvent that persons rea- wage payments. make Its similar failed to entity dealing Decisions with doing so obvious. son personnel matters and the expenditure *6 funds are by corporate made officers and it is far more that the limited funds оf an likely corporation insolvent used to pay wages will be and that a force work will be corporation reduced while the is still capable meeting of obligations its to its if employees personal imposed on the persons ‍‌‌​​​​​‌​​‌‌​​​‌​​​‌‌​‌​‌‌‌​​‌‌​‌​‌‌​​‌​​​​‌‌​​‌‍who make these decisions. Accord Carpenters Health and Fund Phila- Welfare Ambrose, Inc., delphia Vicinity 279, 727 F.2d (3rd Cir.1983); 282-83 Amalgamated Cotton Garment v. Media, J.B.C. Co. (W.D.Pa.1984); 608 F.Supp. Johnston, In re 1982). B.R. 687 ([Bkrtcy.W.D.Pa.] Id., added) at 518 A.2d at 1300 (emphasis (footnote omitted).

Instantly, viewing the uncontroverted evidence concerning appellee’s authority and in the responsibility conclude company, we that the trial court found properly not in policy-making was involved deci corporation. sions of the Appеllee attorney was for the corporation and received a small monthly retainer for the legal performed. services He was included in the corpora 7,000 hospitalization plan, tion’s owned 50 of the shares of stock, issued and took meeting minutes at each addition, he had corporation. sign authorization to Nevertheless, checks on corporate checking account. none of these indicate that he in actively participated deci or gave regarding pay compensation. sions advice In stead, that he out they show carried decisions made Therefore, others. there is no appellee’s basis liabili other ty, than virtue office as secretary. next appellant’s argument reasoning

We address Mattei Mattei was controlling. in The defendant in secretary corporation treasurer and of his and one of two who all of the stock. He clearly brothers owned treasurer, in as a policy-making was involved Mattei was in forty percent Although liability shareholder. fault, find that on premised premised reasoning making. decision involvement active Mattel since appelleе to the instant case applicable is is not contracting responsible party not undertake did policy- return for labor the payment of the business. or as an interested owner making officer adopt the rational the U.S. Distriсt Court prefer to Teamsters Pension Fund v. Bur in Central ten, (E.D.Pa.1986), which held F.Supp. exercised a indication some defendant] [the “[a]bsent among he is not function in the company, policy-making Id. persons who be liable under WPCL.” may class of Technologies, v. Neti Inc. see also Bowers 131; at (E.D.Pa.1988). F.Supp. *7 concerning nonpayment that “scienter” agree

While we required liability, for civil hold that wages is not making in decision is required. active role evidence of an agree legislature ‍‌‌​​​​​‌​​‌‌​​​‌​​​‌‌​‌​‌‌‌​​‌‌​‌​‌‌​​‌​​​​‌‌​​‌‍thus do not with We virtue liability merely intended Fund v. Amb- Health and Carpenters office. See Welfare rose, Inc., 727 F.2d 279 (3rd Cir.1983) (it questionable in WPCL intend- Legislature on impose personal liability ed to of superiors). at the command implementing policy court did agree also with the trial was involvеd appellee actively produce evidence held and therefore should not be corporate decision-making wages. personally unpaid liable Order affirmed.

WIEAND, J., dissents.

WIEAND, dissenting: Judge, statute, legislature, by

I dissent. When respectfully corporate officers imposed personal least, intended, at the very corporate employees, corpora- impose liability upon such tion.