This matter comes before the court on the claim of Marjorie E. Noecker, administratrix c.t.a. of the estate of Samuel M. Noecker, deceased, against the Noecker Shipbuilding Co., in receivership.
The relevant facts in connection herewith are that the Noecker Shipbuilding Co. (hereafter referred to as the defendant corporation) operated a small shipyard for the construction and repair of wooden vessels in Camden, New Jersey. However, in recent years, due to the substitution of steel for wood in the construction of commercial vessels, it has suffered considerable financial adversities. Samuel M. Noecker (hereafter referred to as the claimant) was, for many years, the president and a substantial stockholder of the defendant corporation. The corporate records reveal that the defendant corporation was very closely held, having only five stockholders. As in the case of many closely held corporations, the defendant corporation was managed with the minimum of formality. The corporate records fail to reveal any evidence of a formal meeting of the board of directors; however, there is testimony that stockholders' meetings were occasionally held. The testimony also indicates that the claimant, as president, was the dominant person in the management of the defendant corporation. The claimant died on October 1, 1959, and shortly thereafter the defendant corporation suspended business due to the lack of work. Because of this suspension of business and its adverse financial condition, Robert E. Gladden, Esquire, was appointed by this court on December 4, 1959 as receiver for the defendant corporation.
Marjorie E. Noecker, as administratrix c.t.a. of the estate of the claimant, filed a claim with the receiver in the sum of $84,117 against the defendant corporation. This claim is based upon $64,959 allegedly advanced to the defendant corporation by the claimant for working capital, and $15,345 allegedly due the claimant as accrued salary. The receiver has only allowed $7,000 on the claim for advances, and made no allowance on the claim for accrued salary. The balance of the claim for advances was disallowed by the receiver because such debts were barred by the statute of limitations (N.J.S. 2 A:14-1). The claim for accrued salary was denied by the receiver because there is no evidence in the records of the defendant corporation that any salary was ever established for the claimant, nor is there an accrued salary account in the books of account available to the receiver for the period of this claim.
The advances by the claimant to the defendant corporation are represented by the following promissory notes, payable on demand:
There is no question that the statutory period had elapsed upon each of these notes before suit was filed. N.J.S. 2 A:14-1 requires that recovery upon a contractual claim or liability not under seal must be brought within six years after the cause of action has accrued. On a promissory note payable on demand, the statute of limitations begins to run in favor of the maker from the date of execution and delivery of the note. See De Raismes v. De Raismes , 70 N.J.L. 15 (Sup. Ct. 1903), affirmed ...