Shaffer v. Union Mining Co. of Allegany County

• Decision Date: 09 December 1880
• Citation: 55 Md. 74
• Parties: HENRY B. SHAFFER and SAMUEL A. MUNN, trading as SHAFFER & MUNN v. UNION MINING COMPANY OF ALLEGANY COUNTY.
• Court: Maryland Court of Appeals

55 Md. 74

HENRY B. SHAFFER and SAMUEL A. MUNN, trading as SHAFFER & MUNN v. UNION MINING COMPANY OF ALLEGANY COUNTY.

Court of Appeals of Maryland

December 9, 1880

APPEAL from the Circuit Court for Allegany County.

The case is stated in the opinion of the Court.

The cause was argued before BARTOL, C.J., BOWIE, MILLER, ALVEY and IRVING, J.

Johns McCleave, for the appellants.

Ferdinand Williams, for the appellee.

IRVING J., delivered the opinion of the Court.

This case comes before us on an agreed statement of facts and a waiver of all errors in pleading. The sole object of the suit, it is said, is to obtain a construction of ch. 273 of the Acts of 1880, and test its constitutionality.

The first section of the Act provides, "that every corporation engaged in mining or manufacturing, or operating a railroad in Allegany County and employing ten hands or more, shall pay its employés the full amount of their wages in legal tender money of the United States; and that any contract by or on behalf of any such corporation for the payment of the whole or of any part of such wages in any other manner than herein provided, shall be and is hereby declared illegal, null and void; and that every such employé shall be entitled to receive from any such corporation employing him, the whole, or so much of the wages earned by him, as shall not have been actually paid to him in legal tender money of the United States, without set-off or deduction of his demand in respect of any account or claim whatever."

The second section creates an exception from the provisions of the first section, and declares that nothing in the first section shall prevent such corporation from demising the whole, or any part of a tenement to its employés, and deducting from the wages the rent thereof, nor for medicine medical attendance, nor fuel, nor money advanced to procure these several things.

The third section makes payment, by consent of the employé in the notes of any bank current in the State at the time at par, as good as if made in legal tender money.

The fourth section declares the making of any contract, or any payment "hereby declared illegal" shall be an indictable offence in any Court of competent jurisdiction and pronounces heavy penalties.

The fifth section makes the Act go into effect from the date of its passage. It was approved April 10th, 1880.

The conceded facts are as follows: the appellants are merchants who rent their place of business from the appellees; but the appellants and appellees beyond this relation of landlord and tenant have no business connection, and neither has any interest in the business of the other. The appellees are a corporation engaged in mining and manufacturing in Allegany County, and employ more than ten hands. John L. Barrett, being an employé of the appellees on the second day of January, 1878, and for some time previous thereto, and expecting to continue in the employment of the appellees, (which he did until the bringing of this suit,) did on the second day of January, 1878, execute an order on the appellees in favor of the appellants in these words, viz., "Mt. Savage, January 2nd, 1878, I, John L. Barrett, being in the employ of the Union Mining Company, hereby request the said company through its cashier, to deduct from the moneys now due or which may hereafter be due me for wages, the amounts now due, or which may hereafter be due from me to Messrs. Shaffer & Munn, merchants, as per bills rendered and hereafter to be rendered, by said Shaffer & Munn, and to pay over said amounts to said Shaffer & Munn, for my account; and I hereby authorize said Shaffer & Munn to receipt for me and in my name, for the amounts so paid, which receipts shall be final and absolute. This order to remain in full force and effect until countermanded by me in writing, and delivered to the cashier of said company; but such countermand shall not affect wages earned by me before the delivery of such countermand, whether such wages are due and payable or not, and such countermand shall not take effect until the claims of Shaffer & Munn are paid in full." This paper was signed and sealed by John L. Barrett in the presence of a witness.

A like order was made and executed on the twelfth day of April, 1880, by James H. Brown, in favor of the appellants, he being admitted to have been, at the time and before, and continuously until suit brought in the employ of the appellees. Both these orders were accepted by the appellees on the day of their respective dates.

It is further admitted that the appellants between the 12th day of April, 1880, and the 1st day of May, of the same year, sold goods, wares and merchandise to the drawer, John L. Barrett, to the amount of $51.50 on the faith of his order to the appellants on the appellees, and that the appellees when called on for payment, refused payment, because of the provisions of the Act of 1880, chap. 273. It is also admitted that between the first and twelfth day of April, 1880, the appellants sold to James H. Brown, goods and merchandise amounting to $53.00, when the order was accepted, and that afterwards on the faith of the order, they sold other goods to the amount of $52.00. It is also admitted that when demand was made by the appellants, there was enough due each of these assigning employés to pay the appellants' demand. There was a third employé, Wm. M. Johnson, who on the 1st of May, 1880, had due him from the appellees for his wages the sum of sixty dollars, which wages by an assignment in writing in the following words, he passed to the appellants, viz., "To the Union Mining Company of Allegany County, for value received, I hereby assign, set over and transfer to Shaffer & Munn, the amount of wages now due me from you to me, being the sum of sixty dollars for wages for thirty days at two dollars per day, and I do hereby authorize and direct you to pay said sum to Shaffer & Munn, at the next regular pay-day of said Union Mining Company of Allegany County, and I do authorize said Shaffer & Munn to receipt to you for me for said sum." This was signed but had no seal attached. Payment of this was also demanded and refused. All these employés are citizens of the United States and of the State of Maryland.

It is also admitted that the charter of the appellees, as a corporation, contains a reservation that it may be repealed or amended by the Legislature at its pleasure.

Suit was instituted by the appellants in their own name to recover the amounts due respectively on these several assignments.

The narr. contained a count on each order and assignment, and it was agreed that all defences might be admitted under the simple plea of non assumpsit, which was accordingly interposed.

The main questions for consideration are first, is this Act a valid exercise of power by the Legislature so far as it affects the Union Mining Company. And secondly, if it was constitutional and valid as to the appellees, was it intended to restrict, and does it restrict the powers of the employés of the corporation, so as to prevent their assigning what was due them from the appellees to the appellants; and if it was so intended was it competent for the Legislature to impose such restriction.

1. It being conceded that the Legislature when it incorporated the Union Mining Company, reserved the right to alter or amend its charter at pleasure, there can be no doubt that the Legislature could enact a law prohibiting the corporation from paying its employés otherwise than in money, and that it could forbid the corporation from making contracts with them for payment in anything but money. It was also entirely competent for the Legislature, as one of the means of securing observance of the law, to withdraw from the appellees the right of set-off, (in a suit against them for wages,) for goods sold their employés in contravention of the Act, or for any other claim prohibited by the Act. The acceptance by the corporation of a charter with the reservation of right to alter and amend, made that provision a part of the contract, which, as between the Legislature and it as a private corporation, it must be understood to be. A corporation has no inherent or natural rights like a citizen. It has no rights but those which are expressly conferred upon it, or are necessarily inferrible from the powers actually granted, or such as may be indispensable to the exercise of such as are granted. A private corporation is only a quasi individual, the pure creation of the legislative will, with just such powers as are conferred expressly or by necessary implication and none others. Whatever, therefore, may have been the mischief intended to be reached and prevented by this law, by restrictions imposed on the corporation, it was competent for the Legislature by this law which operates as an amendment of its charter, to accomplish. State vs. Northern Central R. R., 44 Md., 131.

2. Having determined that the Legislature has the power to control this...