Connors v. Carp River Iron Co.

• Decision Date: 18 June 1884
• Citation: 54 Mich. 168,19 N.W. 938
• Court: Michigan Supreme Court
• Parties: CONNORS v. CARP RIVER IRON CO.

19 N.W. 938

54 Mich. 168

CONNORS v. CARP RIVER IRON CO.

Supreme Court of Michigan

June 18, 1884

Individual stockholders cannot be made joint defendants with their corporation in an action upon a labor debt brought by an assignee thereof, (How.St. � 4886,) though they may be in an action brought by the original creditor. How.St. � 4110.

Statutes can only be repealed by express subsequent enactment, or by the necessary implication from a positive repugnancy to the provisions of a later act; but in the latter case the repeal is only to the extent of the repugnancy.

Repeals by implication are not favored.

Error to Marquette.

F.O Clark, for plaintiff.

Ball &amp Hanscom, for defendants.

CHAMPLIN J.

The Carp River Iron Company is a corporation of this state, and was organized previous to 1875, under an act entitled "An act to authorize the formation of corporations for mining, smelting, or manufacturing iron copper, mineral, coal, silver, or other ores or minerals, and for other manufacturing purposes," approved February 5 A.D.1853. While said corporation continued to exist and do business, certain parties were in its employ as common laborers, and the corporation became indebted to them for such common labor by them performed, and gave to said laborers, as evidence of such indebtedness, certain due-bills therefor. At the time of the performing of such labor, and the delivery to the laborers of said due-bills, the other defendants were stockholders of the corporation. Subsequent to the delivery of the due-bills, the laborers, who were the holders thereof, duly transferred said due-bills, and all their right and interest therein, by written assignment thereof, to the plaintiff, who brought this suit thereon in his own name, as holder and owner of such due-bills, against the corporation and stockholders jointly.

The suit was brought under the provisions of section 35 of act No. 113 of the Public Acts of 1877, which contains the following provision: "Suit for such labor may be commenced against any or all of the stockholders and the corporation jointly." But it was contended on the trial, by counsel for the defendant, that a subsequent act, passed at the same session of the legislature, to-wit, act No. 141, provided a remedy for the enforcement of the individual liability of stockholders of corporations, different from that in act No. 113, in all cases when the action is not brought by the person who performed the labor, but by the assignee of such person. The court below held that act No. 141 in no manner repealed, modified, or changed the provisions of section 35 of act No. 113, and so charged the jury, and directed a verdict for plaintiff.

The only question presented by plaintiffs in error is the construction of section 1 of act No. 141, which he states as follows: "Can an assignee of a due-bill given by a corporation for a common labor debt maintain an action therefor against such corporation and its stockholders jointly?" Act No. 113 is entitled "An act to revise the laws providing for the incorporation of companies for mining, smelting, and manufacturing iron, copper, silver, mineral, coal, and other ores or minerals, and to fix the duties and liabilities of such corporations." This act was approved May 11, 1877, and ordered to take immediate effect.

Section 35 reads as follows: "The stockholders of all corporations existing hereunder shall be individually liable for all labor performed for such corporation, which said liability may be enforced by action in assumpsit commenced within two years from the time when payment for such labor became due, and not afterwards. Every action against any stockholder, for labor heretofore performed for any such corporation, shall be brought within two years after this act takes effect, and not afterwards; but this shall not be construed as reviving any cause of action already barred by any statute of limitations nor shall it include any cause of action, the right to sue for which will expire in less than two years after this act takes effect, by virtue of some existing statute of limitations. Suit for such labor may be commenced against any or all the stockholders and the corporation jointly; but no levy shall be made upon the property of stockholders, under an execution issued upon such judgment, until the property of the corporation shall have been exhausted, and the clerk of the court issuing such execution shall indorse thereon a...