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Docket No. 99111-Agenda 16-May 2005.

NANCY P. ANDREWS et al., Appellants, v. KOWA PRINTING
CORPORATION et al., Appellees.

Opinion filed October 20, 2005.

CHIEF JUSTICE THOMAS delivered the opinion of the court:

Plaintiffs, 35 former union employees of Kowa PrintingCorporation, brought an action under the Illinois Wage Payment andCollection Act (the Wage Act) (820 ILCS 115/1 et seq. (West 2004))against defendants, Kowa Printing Corporation, Thomas W. Kowa,and Huston-Patterson Corporation. Plaintiffs alleged that they wereowed unpaid vacation time and severance pay and that all threedefendants were jointly liable for the amounts owed, as all three fellwithin the Wage Act's definition of "employer." See 820 ILCS 115/2(West 2002). The circuit court of Vermilion County agreed withplaintiffs and entered judgment against defendants. Defendantsappealed, and the appellate court reversed the trial court's judgmentas to Thomas Kowa and Huston-Patterson, holding that neither onewas plaintiffs' employer for purposes of the Wage Act. 351 Ill. App.3d 668. We granted plaintiffs' petition for leave to appeal. 177 Ill. 2dR. 315(a).

BACKGROUND

Thomas Kowa owned 100% of Kowa Printing Corporation, acommercial printing firm located in Danville, and 97% of Huston-Patterson Corporation, a commercial printing firm located in Decatur.Both of these firms operated under a common service mark, "TheKowa Group," and Thomas Kowa was the sole officer and soledirector of both firms. The two firms were distinct corporate entitiesthat were formed at different times and performed separate printingservices. In addition, the two firms had separate employees, separatemanagement, separate bank accounts, separate collective-bargainingagreements, and separate retirement plans. That said, the two firmsregularly marketed each other's services, and Huston-Pattersonprovided substantial administrative support to Kowa Printing,including payroll, purchasing, and accounting services.

In 1996, it was discovered that Kowa Printing's accountant, anemployee of Huston-Patterson, had embezzled over $500,000 fromKowa Printing, leaving Kowa Printing in dire financial straits. At thattime, Kowa Printing's only secured creditor was BankIllinois. OnApril 9, 1997, BankIllinois notified Kowa Printing that it was indefault of its loans. The parties entered into negotiations andeventually executed a forbearance agreement. Under the agreement,BankIllinois gave Kowa Printing until November 1, 1997, to satisfy itsliabilities. In exchange, Thomas Kowa agreed to personally guaranteeall of Kowa Printing's loans. The parties later extended the deadlinefor repayment to March 15, 1998. According to Thomas Kowa, thepurpose of the forbearance agreement was "to allow the corporationtime to find a buyer, to try to save all the jobs and the money that wasinvolved, and get appraisals of the equipment, get the company in asgood a position for a seller as possible." On March 13, 1998, ThomasKowa executed a surrender agreement, which allowed for the peacefulsurrender of Kowa Printing's assets in the event of foreclosure.

In early1998, Thomas Kowa located a buyer who entered into awritten agreement to purchase Kowa Printing. As a condition of thepurchase, the buyer required certain concessions concerning theaccrued vacation time of Kowa Printing's employees. As of April 15,1998, the buyer was still negotiating with plaintiff's union, andBankIllinois had not yet foreclosed. That same day, plaintiffs' unionvoted to reject the buyer's first proposal. The buyer quickly offered anew proposal, under which the new company would honor all ofKowa Printing's existing obligations to plaintiffs, with one exception:the new company would unconditionally honor only two-thirds ofplaintiffs' accrued vacation time, with the remaining third contingentupon the new company showing a pretax profit of at least $300,000in its first year. On April 16, 1998, the union rejected that proposal,as well. A few hours later, BankIllinois foreclosed on the loans, seizedthe Kowa Printing facility, and sent plaintiffs home. From that pointforward, neither Thomas Kowa nor Huston-Patterson had access toKowa Printing's assets or accounts. The parties stipulate that plaintiffsnever received their final vacation and severance pay.

Following the foreclosure, plaintiffs filed a complaint alleging thatKowa Printing, Thomas Kowa, and Huston-Patterson were plaintiffs'employers, as defined by the Wage Act, and that all three had violatedsection 5 of the Wage Act, which requires every employer to "pay thefinal compensation of separated employees in full, at the time ofseparation, if possible, but in no case later than the next regularlyscheduled payday for such employee." 820 ILCS 115/5 (West 2002).Following a bench trial, the trial court ruled in plaintiffs' favor andentered judgment against all three defendants. Defendants appealed,and the appellate court reversed the portion of the judgment holdingThomas Kowa and Huston-Patterson liable for the unpaid vacationand severance pay. 351 Ill. App. 3d 668. This appeal followed.

DISCUSSION

In this appeal, we must decide whether Thomas Kowa andHuston-Patterson qualify as plaintiffs' "employer," as that term isdefined in the Wage Act. This is a question of statutory interpretation,and the principles governing our inquiry are familiar. The fundamentalrule of statutory construction is to ascertain and give effect to thelegislature's intent. Michigan Avenue National Bank v. County ofCook, 191 Ill. 2d 493, 503-04 (2000). Accordingly, courts shouldconsider the statute in its entirety, keeping in mind the subject itaddresses and the legislature's apparent objective in enacting it.People v. Davis, 199 Ill. 2d 130, 135 (2002). The best indication oflegislative intent is the statutory language, given its plain and ordinarymeaning. Illinois Graphics Co. v. Nickum, 159 Ill. 2d 469, 479(1994). Where the language is clear and unambiguous, we must applythe statute without resort to further aids of statutory construction.Davis v. Toshiba Machine Co., America, 186 Ill. 2d 181, 184-85(1999). The construction of a statute is a question of law that isreviewed de novo. In re Estate of Dierkes, 191 Ill. 2d 326, 330(2000).

Section 5 of the Wage Act provides that "[e]very employer shallpay the final compensation of separated employees in full, at the timeof separation, if possible, but in no case later than the next regularlyscheduled payday for such employee." 820 ILCS 115/5 (West 2002).In this case, no one disputes that plaintiffs are still owed unpaidvacation and severance pay and that Kowa Printing, as plaintiffs'employer, is liable for the amounts owed. The issue is whetherThomas Kowa and Huston-Patterson are likewise liable. To resolvethis issue, we must decide whether Thomas Kowa and Huston-Patterson were, along with Kowa Printing, plaintiffs' "employer," asthat term is defined by the Wage Act.

The Wage Act defines the term "employer" in two differentplaces. Section 2 of the Wage Act states that, "[a]s used in [the WageAct], the term 'employer' shall include any individual, partnership,association, corporation, business trust ***, or any person or groupof persons acting directly or indirectly in the interest of an employerin relation to an employee, for which one or more persons is gainfullyemployed." 820 ILCS 115/2 (West 2002). Section 13, in turn, statesthat "any officers of a corporation or agents of an employer whoknowingly permit such employer to violate the provisions of this Actshall be deemed to be the employers of the employees of thecorporation." 820 ILCS 115/13 (West 2002).

We begin our analysis with section 2, which states that "anyperson *** acting directly or indirectly in the interest of an employerin relation to an employee" is deemed an "employer" for purposes ofthe Wage Act. 820 ILCS 115/2 (West 2002). The breadth of thislanguage is confounding, to say the least. Read literally, section 2would make an "employer" out of every person who possesses evena modicum of authority over another employee, from the CEO to thehead of the maintenance staff, as such persons undeniably act "directlyor indirectly in the interest of an employer in relation to an employee."This cannot be, however, as such a reading would render otherprovisions of the Wage Act utterly absurd. Section 3, for example,states that "[e]very employer shall be required, at least semi-monthly,to pay every employee all wages earned during the semi-monthly payperiod." 820 ILCS 115/3 (West 2004). Similarly, section 5 requiresevery "employer" to "pay the final compensation of separatedemployees in full, at the time of separation." 820 ILCS 115/5 (West2004). Notably, both of these duties are strict, with no considerationgiven to the purported employer's ability to effectuate compliance.Given our obligation to presume that the legislature did not intend toproduce absurd or unjust results (Eastman v. Messner, 188 Ill. 2d404, 414 (1999)), we refuse to believe that, in drafting section 2, thelegislature set out to make every supervisory employee strictly andpersonally liable for the payment of his or her subordinates' wages.⁽¹⁾This, however, would be precisely the outcome were we to readsection 2's definition of "employer" literally. We therefore reject sucha reading.

Instead, we endorse the approach taken by the United StatesCourt of Appeals for the First Circuit in Donovan v. Agnew, 712 F.2d1509 (1st Cir. 1983), one of the principle authorities cited byplaintiffs. In Agnew, the court was asked to construe section 203(d)of the Fair Labor Standards Act (FLSA) (29 U.S.C.