Marstaller v. Mills

• Decision Date: 30 October 1894
• Citation: 38 N.E. 370,143 N.Y. 398
• Parties: MARSTALLER v. MILLS et al.
• Court: New York Court of Appeals Court of Appeals

143 N.Y. 398

38 N.E. 370

MARSTALLER

v.MILLS et al.

Court of Appeals of New York.

Oct. 30, 1894.

Appeal from supreme court, general term, second department.

Action by Frederick Marstaller against Ogden Mills and others. From a judgment of the general term affirming an order entered for plaintiff, defendants appeal. Affirmed.

Wm. John Warburton, for appellants.

James C. Cropsey, for respondent.

GRAY, J.

Plaintiff brings this action against the defendants, as the trustees of the creditors and stockholders of the Mergenthaler Printing Company, a domestic business corporation, to recover for the loss of services of his son, who was injured while in the employment of the company. Subsequentlyto the time when he received these injuries, that corporation was dissolved, in the course of proceedings for its voluntary dissolution; and the sole question which is presented by the demurrer to the complaint is whether the cause of action survived the dissolution, and is maintainable against the defendants. If provision has not been made in the statute law of this state whereby such a cause of action is preserved from abatement, the common-law rule would undoubtedly be in force, and the plaintiff's remedy would be gone. We think that such is not the case, and that, upon a fair reading and by a reasonably liberal construction of certain statutory provisions, the plaintiff retained his remedy in the form he has adopted. In the ‘Business Corporations Law’ (Laws 1892, c. 691, § 5) is contained the following section: ‘Payment of Capital Stock.-One-half of the capital stock of every such corporation shall be paid in within one year from its incorporation or the corporation shall be dissolved. * * * The dissolution of any such corporation for any cause shall not take away or impair any remedy against it, its stockholders or officers, for any liabilities incurred previous to its dissolution.’ The last sentence of this section was taken, with a slight change of verbiage, from the statute as it was enacted in 1875 (Laws 1875, c. 611, § 38), where it stood as a distinct section. Although it was inserted in connection with a provision made for the event of a failure to pay in the capital stock, its language is too comprehensive to warrant us in attributing any other legislative intent than what the plain reading conveys. Inartificial as may be the insertion of this clause in the section, it cannot be qualified by what precedes, and it reaches beyond the contingency of the particular dissolution previously referred to, and applies to any-that is, to every-case of corporate dissolution.

The plaintiff's cause of action arose upon a wrong having been done to his rights or interests, for which the corporation could be held liable; and if it has survived, by force of the statutory provisions mentioned, we think he is entitled to be classed with the ‘creditors,’ for whom, in another provision, the directors of the corporation become trustees. It was re-enacted in the ‘General Corporation Law’ (Laws 1892, c. 687), as section 30, and reads: ‘Upon the dissolution of...