
    The Cincinnati Cooperage Co., Resp’t, v. Michael O’Keiffe, et al., Appl’ts.
    
    
      (Court of Appeals, Second Division,
    
    
      Filed June 27, 1890.)
    
    Manufacturing companies—Laws 1848, chap. 40, § 12—Annual report.
    The period within which the annual reports of manufacturing corporations organized under the act of 1848 must be filed is limited to the first days in January in any year. A filing during the twenty days previous to January 1 is not a compliance with the law.
    (Vann and Haight, JJ., dissent.)
    Appeal from a judgment of the general term of the supreme court, in the first judicial department, affirming a judgment entered on the decision of a circuit
    Between December 31, 1883, and February 19, 1884, the plaintiff sold and delivered barrels and. kegs at the agreed price of $1,015 to the New York Brewing Company (a corporation incorporated prior to January 1, 1883, under chapter 40 of the Laws of 1848, and the acts amendatory thereof and supplementary thereto), for which it gave the plaintiff its promissory note, dated February 19, 1884, and payable three months after date, which remains unpaid.
    During 1883 and 1884 the defendants were the trustees of this corporation, and August 10, 1884, this action was begun to recover the debt from them because of their failure to comply with § 12, chapter 40 of the Laws of 1848, which provides:
    “Section 12. Every such company shall, within twenty days from the 1st day of January, if a year from the time of the filing of the certificate of incorporation shall then have expired, and if so long a time shall not have expired, then within twenty days from the 1st day of January in ¡¡each year after the expiration of a year from the time of filing such certificate, make a report, which shall be published in some newspaper published in the town, city or village where the business of the company is carried on, which shall state the amount of capital and the proportion actually paid in, and the amount of its existing debts, which report shall be signed by the president and a majority of the trustees, 'and shall be verified by the oath of the president or secretary of such company, and filed in the office of the clerk of the county where the business of the company shall be carried on; and if any of said companies shall fail so to do, all the trustees of the company shall be jointly and severally liable for all the debts of the company then existing.”
    
      Samuel Untermeyer, for-resp’t; Charles J. Me Burney, for app’Its.
    
      
       Affirming 8 N. Y. State Rep., 463.
    
   Follett, Ch. J.

It is conceded by the parties, and found as a fact, that no report was made, filed or published in January, 1884, but that one was made and verified in the form prescribed by the section on the 21st day of December, 1883; was published the next day in a newspaper printed in the city wherein the business of the corporation was carried on, and filed in the office of the clerk of the proper county on the 28th day of same month, which the defendants assert was a compliance with the section. Otherwise stated, the defendants’ position is, that the section may be complied with by making a report within twenty days before or after the first day of January. This precise question has not been determined by the courts of this state in a reported case, except in the case at bar, and in Guggenheimer v. O'Keiffe, 1 N. Y. State Rep., 295; but we think the general understanding of the bench and bar has been, that such reports must be made in the month of January in each year.

In Boughton v. Otis, 21 N. Y., 261, Judge Denio said: “There is an implication in the section of the statute under which it is sought to charge the defendant, that the report which ought to be made within the first twenty days of January in each year may be made afterward, so as to prevent further liability from attaching.”

In Bolen v. Crosby, 49 N. Y., 183, Judge Allen said: “ Upon default of any company in making the report for more than twenty-days after the first of January in any year, the trustees are made jointly and severally liable for all the debts of the company then existing, or that shall be contracted before such report shall be made.”

In Cameron v. Seaman, 69 N. Y., 396, Judge Andrews said: “ The statute intended to give the companies twenty days after the first day of January in each year to make up their accounts and prepare the statement to be embodied in the report.”

If the defendants’ contention is to prevail and from ” is given the signification of the word “of,” instead of “after,” corporations will have forty days instead of twenty in which to make their reports, and it would be possible to comply with the sections without filing a report “ in each year.” For example, a report made in the last twenty days of December, 1883, and the next in January, 1885, before the expiration of twenty days from the first day, would have been a compliance with the section, though none was made in the year 1884, and so a report made during the last twenty days of December, 1885,- which would make two reports in that calendar year, and the next one made in January 1887, would, under such a construction of the statute, have been a compliance with it. We think this construction would lead to a result not contemplated by the law-making power, and that the legislature intended that the reports called for by the section should' be made in January in each calendar year, and within twenty days from the first day.

It is urged in behalf of these defendants that in making, filing and publishing their report in December, they acted in good "faith, and for that reason should not be subject to the liability imposed by the statute. If personal good faith can be successfully interposed as a defense to the liability imposed for violating this statute, no general rule for the protection of the public, no matter how plainly written in a statute, could be enforced, for the question would always be, not was the statute violated, but was wrong intended by its violator. The requirement is a wise one designed for the protection of all having occasion to deal with such corporations, and it should not be frittered away by strained and overindulgent construction.

The contention that a correct report having been filed in December, which remained on file in January, and was then true, is a compliance with the statute, is untenable. It might as well be argued that a correct report made and filed in November, or in any preceding month, and remaining on file in January, and true, would be a compliance with the section.

The judgment should be affirmed, with costs.

All concur, except Vann and Haight, JJ., dissenting.  