Ellicott v. Search

Robinson, J., delivered the opinion of the Court. We cannot agree with the Court below, that the Legislature meant by the Act of 1888, chap. 383, codified as ²⁴ sec. 15, Art. 41, of the Code, to subject corporations to-the insolvent laws of this State. Prior to this Act, they were not, it is conceded, amenable or subject in any manner to such laws, and not being liable to imprisonment for debt, nor liable for the payment of debts beyond the corporate property itself, it may well be questioned whether they come within the policy or spirit of the insolvent system. Now, what is the Act of 1888?

Its title is, “An Act to provide for the payments of the wages and salaries 'due employés of insolvent employers.” And then it goes on to provide: “Whenever any person or body corporate shall make an assignment for the benefit of his, her, or its creditors, or shall be adjudicated insolvent upon his, her, or its petition, or upon the petition of any creditor, or creditors, or shall have his, her, or its propperty or estate taken possession of by a receiver, under a decree of a Court of equity, in the distribution of the property of such person or body corporate, all moneys due and owing from such person or body corporate for wages or salaries * * * * shall first be paid in full out of such property or estate.” Now there is nothing either in the title or the body of the Act to show that the Legislature meant to subject corporations to the insolvent laws. The object, and sole object, of the Act was to provide for the payment of wages and salaries in the cases enumerated. The framer of the law, no doubt, was under the impression that corporations were, under the then existing laws, subject to the provisions of the insolvent laws, and being under this impression, provision was made for the payment of such wages and salaries, in the event of their being adjudicated insolvent. We can hardly suppose the Legislature meant to bring them within the operation of the insolvent laws, without making provision of some kind as to the mode