McAvity v. Lincoln Pulp & Paper Co.

Yibgin, J. Where the directors of a bank voted a certain salary to its president for three successive years, but omitted io vote any sum for his fourth year’s official services, this court held that, he could not maintain an action of assumpsit on a quantum meruit for such services. Holland v. Lewiston F. Bank, 52 Maine, 564. That case is decisive of the one at bar so far as the appellant’s claim for salary is concerned, unless the vote of the directors passed at their special meeting- of February 1, 1887,— several days after their corporation was duly adjudged insolvent, [510] —made the claim valid against the insolvent’s estate. And we are clear that it did not; for the debt had no existence when the petition was filed against the corporation and hence cannot be proved against its estate. R. S., c. 70, § 25, Bump, Bank’cy, (9th Ed.) 82; Morton v. Richards, 13 Gray, 15. The assignment of their respective wages by numerous operatives to the appellant transferred to him all the right of priority which the several assignors themselves respectively had under R. S., c. 70, § 40. Phillips v. Vose, 81 Maine, 134; Re Murdoch, 1 Low. 362; Re Fortune, 1 Low. 384; Re Brown, 3 B. R. 720. The reported facts, relating to the assigned wages, are so vague that we fail to perceive the practical bearing of the ruling contained in the fourth paragraph of the decree. That is to say: the fifth objection made to allowing the appellant’s priority claim of wages of the persons named in “Exhibit B.” is because other creditors claim the wages of the same persons, — but it does not allege that the wages claimed by the appellant and the other creditors are identical although the wage-earners are the .same. And the decree declares: “Upon the fifth objection * * the court rules that the right of priority follows the labor last performed in preference to that first performed within six months whether assigned or not,” and thereupon proceeds to make the application to “Exhibit B.” which contains neither dates nor sums of wages earned to enable us to understand the application. As already seen, the assignee has the same right of priority as the assignor; and hence the fact of assignment is immaterial. The statute limits the priority of operatives’ wages in two respects, — time when earned and the amount. No wages are entitled to priority unless earned “within six months preceding the filing of the petition;” and only fifty dollars of those then earned, provided there had been no partial payment of the amount of wages earned within that time. If the wages earned within the specified time amount to fifty dollars or less, then the whole has priority; if to more than the sum specified and none has been paid, then the fifty dollars last earned and remaining unpaid, has the priority. Presuming this to be the meaning of the decree relating to the fifth objection and that it was correctly applied to [511] the facts before the court of insolvency, we pass to the next and last objection. On November 4, 1884, the stockholders authorized the directors to allot to each stockholder as many shares of stock as he already had, on payment therefor sixty per cent of its par value which was fifty dollars per share. The appellant accepted two hundred and thirty-one shares. R. S., c. 46, § 45 provide: “The capital stock subscribed for any corporation is declared to be and stands for the security of all creditors thereof, and no payment upon any subscription to or agreement for the capital stock of any corporation, shall be deemed a payment within the purview of this chapter unless bona fide made in cash, or in some other matter or thing at a bona fide and fair valuation thereof.” The acceptance and payment of sixty per cent of the new stock allotted to him must be considered as “an agreement for” those shares within the meaning and intention of the statute. Thereupon those shares of capital stock stood “for the security of all creditors of the corporation.” And the unpaid forty per cent of the par value of that new stock, viz: $4,620 is as much a part of the assets of the corporation as the cash which has been paid in, and is liable to be collected if the affairs of the corporation are to be wound up or it becomes necessary to pay the debts. Statute above cited. Sawyer v. Upton, 91 U. S. 60; Hatch v. Dana, 101 U. S. 205. The appellant has no occasion to complain of the ruling of the court below, for thereby he obtains dollar for dollar for his debt to the extent of his unpaid capital stock. Whereas if the corporation is really to close up its business, he would be obliged to pay in the forty per cent and then take his per centage with the other creditors. Sawyer v. Hoag, 17 Wall. 610; Scoville v. Thayer, 105 U. S. 148, 152, and cases there cited. If there are no other creditors, then there is no reason why the appellant should not be exonerated to the extent of his debt against the corporation. Decree accordingly. Peters, C. J., Imbbey, Emery and Foster, JJ., concurred.