"The receivers of Dyer-Kane Company, an insolvent corporation, ask the court to approve their final account, to fix their compensation and the compensation of their counsel, and to direct a distribution of the balance remaining in their hands. They have allowed as a preferred claim $1,000 for two months' wages due to Edward E. Dyer. Mr. Dyer was one of the principal stockholders of the insolvent company, a member of its board of directors, and its president and general manager. I do not understand that the last two offices were distinct and separate; rather, that Mr. Dyer held the office of president and by virtue of the by-laws or custom of the company the duty of managing the enterprise fell upon the president. In my opinion, he is not entitled to preference; he is a general creditor only.
"The solution of the problem depends on the interpretation of section 83 of the Corporation Act, 2 Comp. St. 1910, p. 1650, § 83. Preference for wage claims first appeared in our statutes in P. L. 1849, p. 300, § 43, and was limited to 'laborers.' By P. L. 1869, p. 1448, the preferred group was enlarged 'to include all persons doing labor or service, of whatever nature, for or as officers in the regular employ of said corporations.' In the General Corporation Act of 1875, Rev. p. 188, § 63, the preference was expressed as follows: 'In case of the insolvency of any corporation, the laborers in the employ thereof shall have a lien upon the assets thereof for the amount of wages due to them respectively, which shall be paid prior to any other debt or debts of said company; and the word laborers shall be construed to include all persons doing labor or service of whatever character, for or as workmen or employees in the regular employ of such corporations.' The omission of the word 'officers,' which had been inserted in 1869, suggests a legislative intent that corporate officers as such should not be preferred.
"Vice Chancellor Van Fleet, in Lehigh Coal & Navigation Co. v. R. R. Co., 29 N. J. Eq. 252, stated the principle governing the construction of section 63: 'The considerations against a latitudinarian or even liberal construction are decisive. The preference given is in derogation of the common right of equality. The statute confers a special or exceptional right. It makes a distinction among persons having, according to the principles of natural justice, equal rights and takes from all classes of creditors, secured and unsecured except one, that that particular class may be paid in full. When a statute produces such a result, those who claim under it have a right to take what is clearly given by plain words, but nothing more.' To the same effect are D., L. & W. R. R. Co. v. Oxford Iron Co., 3.3 N. J. Eq. 192, 202, and Colyer v. Foster Screen Co., 99 N. J. Eq. 734, 133 A. 542. In England's Executors v. Beatty Organ Co., 41 N. J. Eq. 470, 4 A. 307, and again in Weatherby v. Saxony Woolen Co. (N. J. Ch.) 29 A. 326, Vice Chancellor Bird held that the president of a corporation was not a preferred creditor under section 63.
"The next statute which need be noticed is 'An Act to secure to laborers and workmen in the employ of corporations a prior lien for wages in cases of insolvency,' P. L. 1892, p. 426: 'That in case of the insolvency of any corporation the laborers and workmen and all persons doing labor or service of whatever character in the regular employ of such corporation shall have a first and prior lien upon the assets thereof for the amount of wages due to them respectively for all such labor, work and services as may have been done, performed or rendered within two months next preceding the date when proceedings in insolvency shall be actually instituted and begun against such insolvent corporation.'
"In Consolidated Coal Co. v. Keystone Chemical Co., 54 N. J. Eq. 309, 35 A. 157, Vice Chancellor Pitney said: 'The Act of 1892 is a little broader in its language than that of the original section 63 of the Corporation Act. Instead of the words "the laborers in the employ thereof," we have in the latter act the words "the laborers and workmen and all persons doing labor or service of whatever character, in the regular employ of such corporation, shall have a first and prior lien," etc.' I would here interpolate that the older statute by definition of the word 'laborer' did include 'all persons doing labor or service of whatever character, for or as workmen or employees in the regular employ of such corporation.' Referring to England's Executors v. Beatty Organ Co., 41 N. J. Eq. 470, 4 A. 307, Vice Chancellor Pitney added, 'Now I can very well see how a president of a...
