This case dealt with the question of when, under the Wage Payment Act, those who run a business are personally liable for the business’s wage-payment obligations. The plaintiff argued that the Wage Payment Act, which requires the timely payment of wages, permits him to hold two managers of the limited liability company for which he once worked personally liable for the company’s alleged violations of the statute. The statute itself says expressly only that certain officers “of a corporation” may be held personally liable. The Superior Court construed the statute by its plain language and dismissed the plaintiff’s claim. The plaintiff, arguing that the corporate officer provision is merely illustrative, not limiting, and that the scope of personal liability is actually determined by the expansive opening phrase of the statute (“Every person having employees in his service shall, etc.”), asked the SJC to reverse the dismissal. The predominate note struck by the plaintiff is that the statute should be read expansively because it is remedial, but he also argues that the true list of liable parties is given in a separate statute, to which the Wage Payment Act expressly refers for its civil fines and penalties.
The importance of the issue is shown by the fact that the SJC took the appeal sua sponte from the Appeals Court and then issued a call for amicus briefing. In its amicus brief supporting the defendants, NELF marshaled a wealth of evidence from statutory history, case law, and contemporary usage from the time of the act’s enactment to prove that the opening phrase of the statute means, and has always meant, only actual, literal employers. NELF also defended the trial court’s plain-language interpretation of the corporate officer provision, showing that it is only one of a number of such provisions in the Massachusetts statutes creating personal liability only for corporate officials for violation of employment and labor laws and that nothing about its wording, history, or placement suggests it is to be understood as merely illustrative or as the beginning of an open-ended list of liable persons. Finally, NELF explained that the statute to which the Wage Payment Act refers for its penalties does not enlarge the list of parties liable for wage payment violations, as the plaintiff believes. Examining statutory language and statutory history, NELF showed that Wage Payment Act is one of several laws that look to that statute solely for penalties, not for persons liable. Moreover, the penalty statute is part of an entirely distinct comprehensive enactment dealing with public works and related public contracts; if it has any bearing on liability, it is limited to violations of employment laws that occur in the course of public works.
In its July 2013 decision, the Court, apparently agreeing that the corporate officer provision considered in itself has limited scope, chose, for policy reasons, to read into the provision the broader scope of the following, unrelated provision dealing with the liability of public employers. On that basis, it found that a claim could be stated against the LLC’s managers. As a result of the decision, a new uncertainty looms over the scope of all the other corporate officer provisions found elsewhere in the employment statutes.