TeamBank v. D. Eric McClure

United States Court of Appeals
FOR THE EIGHTH CIRCUIT
___________
No. 01-2285
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TeamBank, N.A., *
*
Appellee, *
* Appeal from the United States
v. * District Court for the
* Western District of Missouri.
D. Eric McClure, in his official capacity *
as Director of the Missouri Division *
of Finance, of the Department of *
Economic Development, State of *
Missouri; Joseph L. Driskill, in his *
official capacity as the Director of the *
Department of Economic Development, *
State of Missouri, *
*
Appellants. *
___________________ *
*
Office of the Comptroller of Currency, *
*
Amicus Curiae. *
___________
Submitted: December 10, 2001
Filed: February 6, 2002
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Before MORRIS SHEPPARD ARNOLD, BEAM, and RILEY, Circuit Judges.
___________
RILEY, Circuit Judge.
TeamBank, N.A. (TeamBank) sued the Director of the Missouri Division of
Finance (the Director) to prevent the State of Missouri from interfering with
TeamBank's merger with the First National Bank and Trust Company of Parsons,
Kansas (First National Bank). The district court1 granted an injunction prohibiting
the Director from taking any action on the State's claim that the merger violates state
and federal law. The Director appeals,2 and we affirm.
I. BACKGROUND
TeamBank is a national bank that was founded in 1874. For most of its history,
TeamBank has had its headquarters in Paola, Kansas. It has branch offices in Kansas
and other states. In 1997, TeamBank purchased the assets of a bank in Freeman,
Missouri, which is less than thirty miles from Paola, and TeamBank moved its
headquarters there. After relocating its main office to Freeman, TeamBank opened
two new offices in Missouri.
On March 23, 2000, TeamBank's board of directors approved a merger with
First National Bank, which had its main office in Parsons, Kansas. Both banks were
wholly owned subsidiaries of Team Financial Acquisition Subsidiary, Inc., which is
itself a wholly owned subsidiary of a Kansas bank holding company, Team Financial,
1
The Honorable Ortrie D. Smith, United States District Judge for the Western
District of Missouri.
2
Joseph L. Driskill, the Director of the Missouri Department of Economic
Development, also filed a notice of appeal. In the district court, TeamBank originally
named Driskill as a defendant but later conceded that its claims against Driskill
should be dismissed. TeamBank has not argued otherwise on appeal, and our opinion
in this case only applies to TeamBank and D. Eric McClure, the Director of the
Division of Finance. We assume the district court will have the clerk enter a
judgment dismissing Driskill.
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Inc. Under the terms of the proposed merger, TeamBank was to be the surviving
entity and First National Bank's charter was to be dissolved. In addition, TeamBank's
main office was to return to Paola, Kansas, and TeamBank's branches in Kansas,
Missouri, and Nebraska were to be part of the new bank.
On March 24, 2000, TeamBank filed an application for approval of the merger
with the Office of the Comptroller of the Currency (OCC). The State of Missouri,
through the Director, notified the OCC of its opposition to the merger and its position
that the merger violates the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (Riegle-Neal Act), 12 U.S.C. §§ 215a-1, 1831u & 36(d). The Riegle-
Neal Act allows states to prohibit mergers between out-of-state banks and in-state
banks which have been in existence for less than five years. Missouri's "minimum-
age" law, Mo. Rev. Stat. §§ 362.077 & 362.610, adopted in 1997, prohibits such
mergers. A Missouri amendment, adopted in 1999, counts the age of a bank that
relocates to Missouri from another state from the date of the relocation. Mo. Rev.
Stat. § 362.077.2. The Director advised the OCC that these statutes prohibit the
proposed merger.
On May 26, 2000, before the merger was approved, the Director sent
TeamBank a letter notifying the bank of the State's position that the merger was
illegal. "The Division of Finance," he wrote, "requests that your institution honor our
state laws by refraining from relocating out of Missouri until the five-year threshold
is met." In the same letter, the Director also wrote of his office's "plan to meet with
the Missouri Attorney General's Office shortly to discuss our legal options in this
matter."3
3
At oral argument, counsel for the Director advised the court the State of
Missouri would take action on its claim that the merger is illegal if we were to find
in its favor on appeal. We find the record supports that TeamBank is in imminent
"danger of sustaining some direct injury," thus, a case or controversy exists. Thus,
the federal courts have jurisdiction over the subject matter of this case. See City of
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On June 20, 2000, the OCC approved the proposed merger. In so doing, the
OCC issued an opinion which addressed and rejected the Director's legal arguments
against the merger. On June 26, 2000, TeamBank and First National Bank merged.
TeamBank filed this lawsuit on the same day as the merger, seeking a
declaration that the merger is lawful and an injunction preventing the Director from
"taking any action upon [his] claim that [TeamBank] is in violation of applicable
federal and state laws." The district court ruled in favor of TeamBank and granted
the injunction on cross-motions for summary judgment.
On appeal, the Director raises the same arguments he made informally to the
OCC. He also argues that the OCC's ruling will have the effect of allowing other
banks to evade restrictions on interstate branching that Missouri has enacted in
accordance with the Riegle-Neal Act.
II. STANDARD OF REVIEW
We review the district court's grant of summary judgment de novo, applying
the same standards as the district court. See Adams v. Boy Scouts of America-
Chickasaw Council, 271 F.3d 769, 775 (8th Cir. 2001). Because this case involves
only questions of law, it is particularly appropriate for summary judgment. See id.III. DISCUSSION
The Riegle-Neal Act generally permits interstate bank mergers in participating
states, but prohibits such mergers that:
would have the effect of permitting an out-of-State bank or out-of-State
bank holding company to acquire a bank in a host State that has not been
Los Angeles v. Lyons, 461 U.S. 95, 101 (1983); Ashcroft v. Mattis, 431 U.S. 171,
172 (1977).
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in existence for the minimum period of time, if any, specified in the
statutory law of the host State.
12 U.S.C. § 1831u(a)(5)(A). The "minimum period of time" enforceable under the
Riegle-Neal Act cannot exceed five years. 12 U.S.C. § 1831u(a)(5)(B).
In 1997, Missouri amended its banking statutes to add a minimum-age statute
as authorized by the Riegle-Neal Act. Missouri's minimum-age statute permits out-
of-state banks to merge with banks in Missouri if the bank being acquired was at least
five years old. Mo. Rev. Stat. §§ 362.077.1, 362.610 (Supp. 2001). In 1999,
Missouri supplemented its minimum-age statute with a statute on bank relocation:
Any state bank, trust company or national bank, already in existence in
another state, which is relocated to Missouri de novo shall calculate the
age of its bank charter for Missouri purposes as of the date such charter
is moved to Missouri, and may not engage in an interstate acquisition or
merger with the result that such charter is merged or relocated to another
state with Missouri branches of such charter remaining in Missouri, until
such bank or trust company's charter is at least five years old.
Mo. Rev. Stat. § 362.077.2 (Supp. 2001). The Director invokes both the minimum-
age statute and the bank-relocation statute in opposition to the merger of TeamBank
and First National Bank.
The Director argues that the merger violates the Riegle-Neal Act because its
effect is to permit a Kansas bank to acquire a Missouri bank that is less than five
years old. Under the Director's theory, the Kansas bank is either the new TeamBank
entity with its main office in Paola, Kansas, or the old First National Bank with its
main office in Parsons, Kansas. According to the Director, the Missouri bank is the
old TeamBank at its former headquarters in Freeman, Missouri. TeamBank has been
in existence since 1874, but it only moved to Missouri in 1997. The Director argues
that, at the time of the merger, TeamBank was less than five years old under
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Missouri's bank-relocation statute. See Mo. Rev. Stat. § 362.077.2. Thus, the
argument goes, TeamBank's acquisition by a Kansas bank violates Missouri's
minimum-age statute which was enacted pursuant to the Riegle-Neal Act.
The OCC rejected the Director's argument on three grounds. First, the OCC
concluded Missouri's minimum-age statute does not apply to TeamBank's merger.
In accordance with Riegle-Neal, the Missouri statute only protects Missouri banks
that are being acquired. See Mo. Rev. Stat. §§ 362.077.1, 362.610. According to the
OCC, TeamBank, as the surviving bank, is the acquiring bank, and First National
Bank is the bank being acquired. Since First National Bank's home state is Kansas,
the only minimum-age statute that potentially applies is that of Kansas, and Kansas
does not have any minimum-age requirement.
Second, the OCC concluded that even if Missouri's minimum-age statute does
apply, its bank-relocation statute does not. In reaching this conclusion, the OCC
applied the general presumption against construing statutes retroactively. TeamBank
moved its main office to Missouri in 1997. The bank-relocation statute was not
adopted until 1999, and applies to a bank "which is relocated to Missouri," Mo. Rev.
Stat. § 362.077.2 (emphasis added), in contrast to a bank "which has relocated to
Missouri." This language, the OCC reasoned, was not intended to apply to a bank
which, like TeamBank, relocated to Missouri before the statute was enacted. Because
the statute did not reset TeamBank's age to zero as of the date it moved to Missouri,
TeamBank is more than five years old. Thus, even if TeamBank were to be acquired
by First National Bank, the merger would not violate Missouri's minimum-age statute.
Third, the OCC found that even if the bank-relocation statute does apply
retroactively, it conflicts with and is preempted by the Riegle-Neal Act. Riegle-Neal,
the OCC pointed out, calculates a bank's age according to the time it has been "in
existence," not the time it has been in a particular state. See 12 U.S.C.
§ 1831u(a)(5)(A). The OCC also relied upon the congressional policies it found to
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underlie the Riegle-Neal Act. Citing a House Conference Report, the OCC found that
Riegle-Neal embodies a policy that a bank which has moved its main offices into a
new state should be treated the same as other banks with main offices in that state.
See H.R. Conf. Rep. No. 651, 103d Cong., 2d Sess. 57 (1994). Missouri's bank-
relocation statute, the OCC reasoned, treats relocated banks differently by requiring
them to calculate their age based upon the time they have been in Missouri rather than
the time they have been in existence. Since this requirement conflicts with the OCC's
interpretation of Riegle-Neal, the OCC found it preempted.
The OCC, participating amicus curiae in this case, argues that its decision is
entitled to deference under Chevron U.S.A. Inc. v. Natural Resources Defense
Council, Inc., 467 U.S. 837 (1984). Chevron deference applies when Congress has,
either explicitly or implicitly, left a gap in a statute to be filled by a particular agency.
Chevron, 467 U.S. at 843-45. In appropriate cases, Chevron requires courts to give
"considerable weight . . . to an executive department's construction of a statutory
scheme it is entrusted to administer." Id. at 844. Under Chevron, such decisions are
controlling "unless they are arbitrary, capricious, or manifestly contrary to the
statute." Id.; see also In re Old Fashioned Enters., Inc., 236 F.3d 422, 425 (8th Cir.
2001).
Chevron does not apply to every interpretation of a statute by an agency. As
the Supreme Court recently explained, Chevron deference is generally reserved for
interpretations reached through "relatively formal" administrative procedures, such
as "notice-and-comment rulemaking or formal adjudication." United States v. Mead
Corp., 533 U.S. 218, 121 S. Ct. 2164, 2172-73 (2001); see also Central S.D. Coop
Grazing Dist. v. Secretary of U.S. Dep't. of Ag., 266 F.3d 889, 894 (8th Cir. 2001).4
4
Agency interpretations that are not the result of such formal administrative
procedures are generally entitled to a lesser degree of deference under Skidmore v.
Swift & Co., 323 U.S. 134 (1944). See Mead Corp., 121 S. Ct. at 2175-76.
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The decisions of the Comptroller of the Currency, however, present an exception to
this general rule. Such decisions merit deference "even when no such administrative
formality was required and none was afforded." Mead Corp., 121 S. Ct. at 2173
(citing NationsBank of N.C., N.A. v. Variable Annuity Life Ins. Co., 513 U.S. 251,
256-57, 263 (1995)).5
The Riegle-Neal Act's provisions on state minimum-age laws left a space for
the OCC to fill through interpretation. In enacting Riegle-Neal, Congress prohibited
mergers that "have the effect" of violating certain state minimum-age statutes. 12
U.S.C. § 1831u(a)(5)(A). Congress did not give any explicit guidance on what kinds
of mergers fall within this rather imprecise statutory prohibition. As the agency
charged with implementing Riegle-Neal, the OCC is entitled to fill this gap in the
statute through informal adjudication.
The opinion issued by the OCC in this case is thorough and well enough
reasoned to merit deference under Chevron. The OCC's interpretation of the Riegle-
Neal Act in this case is particularly suited for Chevron deference because it involves
"reconciling conflicting policies" and depends "upon more than ordinary knowledge"
about interstate banking. See Chevron, 467 U.S. at 844 (quoting United States v.
Shimer, 367 U.S. 374, 382 (1961)). The district court agreed with the OCC's
reasoning. We find the OCC's reasoning persuasive to the extent it interprets and
applies the Riegle-Neal Act to the facts and specific issues raised in this case. While
the OCC's reasoning may be open to challenge on certain points, it is not arbitrary,
capricious, or manifestly contrary to law.
5
The Court has explained this deference as a matter of "longstanding
precedent," based on the conclusion that the "Comptroller of the Currency is charged
with the enforcement of banking laws to an extent that warrants the invocation of [the
rule of deference] with respect to his deliberative conclusions as to the meaning of
these laws." Mead Corp., 121 S. Ct. at 2173 n.13 (quoting NationsBank of N.C., 513
U.S. at 256-57) (alteration in original).
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The Director also opposes the merger on the grounds it would permit other
banks to evade Riegle-Neal's limits on interstate banking. See McQueen v. Williams,
177 F.3d 523, 530-35 (6th Cir. 1999) (invalidating "sham" relocation of a bank's main
office to another state under the law prior to Riegle-Neal). However, the Director
does not contend, nor does the record reflect, that TeamBank's initial relocation to
Freeman, Missouri, was part of a scheme to evade federal law. We need not decide,
in this case, whether the reasoning employed by the OCC in approving TeamBank's
merger would also apply to a merger involving a bank's sham relocation to another
state.
IV. CONCLUSION
Accordingly, we affirm the judgment of the district court.
A true copy.
Attest:
CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.
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