Wing v. Slater

• Decision Date: 24 July 1896
• Citation: 19 R.I. 597,35 A. 302
• Parties: WING et al. v. SLATER.
• Court: Rhode Island Supreme Court

35 A. 302

19 R.I. 597

WING et al.

v. SLATER.

Supreme Court of Rhode Island.

July 24, 1896.

Action brought by Wing & Evans against* John W. Slater. Judgment for defendant.

Comstock & Gardner, for plaintiffs.

Arnold Green and James Tillinghast, for defendant.

TILLINGHAST, J. This is an action brought by the plaintiffs, who are judgment creditors of the American Wood-Paper Company, to enforce an alleged liability of the defendant, as a stockholder in said company, under Pub. St. R. I. c. 155, §§ 11, 12, which provide as follows:

"Sec. 11. Every manufacturing company included within the provisions of this chapter shall file in the office of the town clerk of the town where the manufactory is established annually on or before the fifteenth day of February a certificate signed by a majority of the directors, truly stating the amount of its capital stock actually paid in, the value as last assessed for a town tax of its real estate, the value of its personal assets and the amount of its debts or liabilities on the thirty-first day of December of the next year preceding.

"Sec. 12. If any of such companies shall fail so to do, all the stockholders of such company shall be jointly and severally liable for all the debts of the company then existing and for all that shall be contracted before such notice shall be given, except as hereinafter provided, unless such company shall have become insolvent and assigned its property in trust for the benefit of its creditors, in which case the obligation to give such notice by the filing of such certificate shall cease."

The pleadings in the case raise three principal questions, viz.: (1) Does the act apply to corporations which have not, and never have had, any manufactory in this state? (2) Did the debt of the American Wood-Paper Company to the plaintiffs arise, as they contend, November 5, 1891, or, as the defendant contends, towards the end of 1892? And (3) does this action at law lie?—it appearing that John D. Wing, one of the plaintiff co-partners, is the real owner of certain stock in the American Wood-Paper Company, standing in the name of William W. Brown, and that he is a naked trustee of John D. Wing as to this stock. As, in our view of the matter, the answer to the second question thus raised will dispose of the whole case, we will consider that only.

Whether the statute upon Which the action is based is a penal statute, strictly so called, it is not necessary to decide, although there is good authority for holding that it is. Sayles v. Brown, 40 Fed. 8. But that said statute is of a penal character, so far at least as the defendant is concerned, and also that it is in derogation of the common law, and hence to be construed strictly, there can be no doubt. The liability of a stockholder thereunder is not a contractual, but a purely statutory, liability. Sayles v. Bates, 15 R. I. 342, 5 Atl. 497; Sayles v. Brown, supra. In considering a claim not unlike the one before us, Shaw, C. J., in Gray v. Coffin, 9 Cush. 199, said: "To create any individual liability of members for the debt of a corporation, a body politic, created by law, and regarded as a legal being distinct from that of the members composing it, and capable of contracting and being contracted with as a person, is a wide departure from established rules of law, founded in considerations of public policy, and depending solely upon provisions of positive law. It is therefore to be construed strictly, and not extended beyond the limits to which it is plainly carried by such provisions of statute." This language is quoted and approved by the court in Dane v. Manufacturing Co., 14 Gray, 489. Both of said cases involved the liability of stockholders as such, and not the liability of officers. To the same effect are Coffin v. Rich, 45 Me. 507-511; Libby v. Tobey, 82 Me. 397, 19 Atl. 904; Moyer v. Slate Co., 71 Pa. St. 293; Appeal of Mean, 85 Pa. St. 75-78; Chase v. Lord, 77 N. Y. 1, and cases cited. See, also, Leighton v. Campbell, 17 R. I. 51, 20 Atl. 14. The question that arises, then, is whether, under the facts set out in the defendant's special pleas, which are demurred to by the plaintiffs, the defendant is liable, under the provisions of said statute. We think this question must be answered in the negative. Said pleas show: (1) That said American Wood-Paper Company has not, and never has had, any manufactory established in this state; that it has, since its incorporation, always had an office in the city of Providence, in this state; that on the 13th day of February, 1892, it filed in the office of the city clerk of said Providence a certificate, signed by a majority of its directors, truly stating the amount of its capital stock actually paid in, the value, as last assessed for a town tax, of its real estate, the value of its personal assets, and the amount of its debts or liabilities on the 31st day of December, 1891. (2) That the indebtedness of said American Wood-Paper Company, whereon the judgment was rendered on which this action is based, was not incurred on the 5th day of November, 1891, as set forth in the plaintiffs' declaration, and was not incurred until October, 1892; that the first delivery was made by the plaintiffs, under the contract set forth in the declaration, in October, 1892; and that no breach of said contract was made by said paper company until after November, 1892.

Pub. Laws R. I. c. 1038, was enacted February 12, 1892, and went into effect immediately. It provides as follows: "Any manufacturing corporation included within the provisions of chapter 155 of the Public Statutes, which has no manufactory established in any town in this state, may file the certificates required by section 11 of said chapter with the town clerk of the town in this state where the office of the corporation is located." It thus appears that, even assuming that said chapter 155 applies to corporations which have not, and never have had, any manufactory in this state, as contended by plaintiffs' counsel (see Allen v Arnold, 18 R. I. 809, 31 Atl. 268), yet the defendant is not liable, as set forth in the plaintiffs' declaration, unless the making of the contract set out therein had the effect to create a debt against said corporation at the time of the making of said contract, or, at any rate, before the filing of the certificate aforesaid, which we do not think it did. The language of the statute, in case of the failure to file the certificate required thereby, is that "all the stockholders * * * shall be jointly and...