Local 218 Steamfitters Welfare Fund v. Cobra Pipe Supply and Coil Co., Inc.

Decision Date31 May 1988
Docket NumberNo. 13298,13298
Citation541 A.2d 869,207 Conn. 639
PartiesLOCAL 218 STEAMFITTERS WELFARE FUND et al. v. COBRA PIPE SUPPLY AND COIL COMPANY, INC., et al.
CourtConnecticut Supreme Court

Martin A. Gould, with whom, on the brief, was Alfred J. Garofolo, Hartford, for appellants (plaintiffs).

Bernard E. Francis, with whom, on the brief, was Lisa A. Kovalsky, Elmwood, for appellee (defendant Peter S. Antink, Jr.).

Before ARTHUR H. HEALEY, SHEA, GLASS, COVELLO and HULL, JJ.

HULL, Associate Justice.

The narrow issue in this case is whether, in an action against a corporate officer, pursuant to General Statutes § 31-89a, 1 the officer is relieved of liability if, prior to the accrual of the cause of action, the officer tenders his resignation to the corporation, but fails to file notice of this fact with the Secretary of State, as required under General Statutes § 33-319a. 2 We agree with the trial court that such a failure did not vitiate the instantaneous effectiveness of the officer's resignation so as to extend his possible liability under § 31-89a beyond the date of his resignation, and find no error.

The plaintiffs, the Local 218 Steamfitters Welfare Fund, the National Pension Fund and the Local Pension Fund, brought an action against the defendants in two counts. The first count, against the named defendant, claimed that from September 1, 1985, through March 31, 1986, it was obligated to pay the fund $14,329.41 for employer contributions due the fund under the applicable collective bargaining agreement. Count two made the same claims against Robert A. Krasnow and Peter S. Antink, Jr., as directors and/or officers of Cobra Pipe and Supply Company, Inc. (Cobra). The Cobra corporation, and Krasnow individually, admitted the allegations of the complaint while Antink denied them. Judgment by stipulation was rendered against Cobra and Krasnow. The trial court stated that the only issue in the case was the effect of Antink's alleged resignation "as an officer and/or director of the defendant corporation."

The court found the following undisputed facts: Prior to June 10, 1985, Antink was vice president and secretary of the defendant corporation and he delivered a written resignation from these offices to the corporation on that date. 3 His reason for resigning was that in a similar matter, a lien had been placed against his house and he had come to realize that, as an officer, he was subject to personal liability. His resignation letter was an attempt to divest himself immediately of any corporate obligation or liability from that time. The last corporation report was filed with the Secretary of State on August 1, 1984. Antink never filed with the Secretary of State a notice that he had resigned.

The trial court concluded that Antink's resignation was effective immediately despite the lack of statutory notice to the Secretary of State. The court rendered judgment for the plaintiffs against Cobra and Krasnow and for the defendant Antink. The plaintiffs appealed from the judgment for Antink claiming that in an action against the corporate officer pursuant to General Statutes § 31-89a, the trial court erred in concluding (1) that the officer is relieved of liability under the statute if, prior to the accrual of the cause of action, the officer tenders his resignation to the corporation but nevertheless fails to file or have filed the notice required under General Statutes § 33-319a(a); and (2) that in such an action the plaintiffs must allege and prove that they were misled by or relied to their detriment upon the state of the record of the Secretary of State.

We summarily dispose of the second claim of error. The trial court stated that the "[plaintiffs seek] that Peter S. Antink, Jr., be estopped from asserting his resignation from the defendant corporation." The court further stated, however, that "[t]here is no claim or evidence that the plaintiff[s] [were] misled by or relied on the state of the record of the Secretary of State in any way which contributed to [their] damage." Thus, the court's decision did not depend to any degree on a theory of detrimental reliance, which was neither pleaded nor proven in the case. This claim of error, therefore, raises an issue which is not involved in the case and we do not consider it further.

We turn now to the sole issue in the case. The trial court summarized its views as follows: " 'In the absence of charter or statutory provisions to the contrary, the resignation of a corporate officer becomes complete, and his office becomes vacant the moment the resignation is made to the proper officer or body, which is usually the officer or body which appointed him, and it is not necessary that the resignation be accepted or that it be entered on the corporate minutes or that someone be elected to take his place, in order to make the resignation effective....' [2 W. Fletcher, Cyclopedia of the Law of Private Corporations (Perm. Ed.1982) § 349, p. 146]. (... 'Connecticut. See Conn.Gen.Stats.Ann. § 33-317 (b) providing that a director shall cease to be in office upon, inter alia, his resignation, which shall be effective immediately upon receipt by the corporation if no time is specified, or at such later date as he may specify.') (Emphasis added.) [2 W. Fletcher, Cyclopedia of the Law of Private Corporations (1981 Cum. Sup.) § 349, p. 28.] There is no statutory provision, in Connecticut, to the contrary. Certainly, § 33-319a, plainly read, is not to the contrary. Additionally, it would appear incongruent for the legislature to provide in its statutory scheme to declare a director's resignation to be effective immediately upon being given; see § 33-317(b); and disallow the same as to an officer.

"In any event, the legislature could easily have provided in Sec. 33-319a that an officer's resignation would be effective immediately subject to statutory notice to the Secretary of State, had it so intended."

The plaintiffs concur with the "general proposition of law stated by the court" but insist that the provisions of § 33-319a alter the effect of this general rule. They proffer no case directly on point nor do they cite any treatise or other authority to buttress this claim. They point out that the enactment of § 33-319a provided that an officer or director who ceased to be in office may file a notice with the Secretary of State. Public Acts 1967, No. 30, § 4. In 1983, § 33-319a was amended to its present form by Public Acts 1983, No. 83-545, § 5(a), changing the word "may" to "shall." Public Acts 1983, No. 83-545, § 1, provided also for biennial, instead of annual, filing of notice of the names and addresses of officers and directors of corporations. The plaintiffs cite the following memorandum before the Judiciary Committee from Attorney Ruth Lifshitz, Staff Attorney for the Secretary of State:

"First, [House Bill No.] 6957 would change the reporting requirement for stock corporations, both domestic and foreign, from annual to biennial. In order to preserve the integrity of the reporting system generally, and to ensure that information on file in the Secretary of the State's office is as up-to-date as possible, several changes are proposed to the acts which correspond with the change from annual to biennial reports. Notification of changes of officers and directors, which is permissive under the current annual reporting system, would be mandatory under the proposed biennial reporting system. If reports are submitted biennially, it will be very important to require notification to the Secretary of the State's office of changes in officers and directors. Names of officers and directors supplied to the public must, when litigation is contemplated or consumer complaints are involved, be as up-to-date as possible." (Emphasis added.) Conn. Joint Standing Committee Hearings, Judiciary, Pt. 3, 1983 Sess., p. 912. From these and similar comments before the legislature the plaintiffs make the giant leap to the conclusion that if an officer resigns and fails to file statutory notice, his liability under § 31-89a is not terminated. We concude to the...

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    ...Moreover, we cannot read into the legislation provisions that are not clearly stated. Local 218 Steamfitters Welfare Fund v. Cobra Pipe Supply & Coil Co., 207 Conn. 639, 645, 541 A.2d 869 (1988). But even if we should consider this legislative history and the underlying policies of the stat......
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