Citizens Bank of Weirton v. West Virginia Bd. of Banking and Financial Institutions

• Decision Date: 29 March 1977
• Docket Number: No. 13671,13671
• Citation: 233 S.E.2d 719,160 W.Va. 220
• Court: West Virginia Supreme Court
• Parties: CITIZENS BANK OF WEIRTON v. WEST VIRGINIA BOARD OF BANKING AND FINANCIAL INSTITUTIONS.

Page 719

233 S.E.2d 719

160 W.Va. 220

CITIZENS BANK OF WEIRTON v. WEST VIRGINIA BOARD OF BANKING AND FINANCIAL INSTITUTIONS.

No. 13671.

Supreme Court of Appeals of West Virginia.

March 29, 1977.

Syllabus by the Court

1. Service of a petition for review upon a member of the board of directors of a corporation is sufficient under W.Va.Code, 29A-5-4 (1964) to make that corporation a party in proceedings before the circuit court upon a petition for review of agency action, provided that the other requirements of W.Va.Code, 29A-5-4 (1964) have been properly met.

2. When W.Va.Code, 29A-5-3 (1964) says: "Every final order or decision rendered by any agency in a contested case shall be in writing or stated in the record and shall be accompanied by findings of fact and conclusions of law. . . . " the law contemplates a reasoned, articulate decision which sets forth the underlying evidentiary facts which lead the agency to its conclusion, along with an explanation of the methodology by which any complex, scientific, statistical, or economic evidence was evaluated. In this regard if the conclusion is predicated upon a change of agency policy from former practice, there should be an explanation of the reasons for such change.

3. In administrative appeals where there is a record involving complex economic or scientific data which a court cannot evaluate properly without expert knowledge in areas beyond the peculiar competence of courts, neither this Court nor the trial courts will attempt to determine whether the agency decision was contrary to the law and the evidence until such time as the agency presents a proper order making appropriate findings of fact and conclusions of law.

Bowles, Kauffelt, McDavid & Graff, David C. Hardesty, Jr., Charleston, for appellant.

Chauncey H. Browning, Jr., Atty. Gen., James S. Arnold, Deputy Atty. Gen., Jon Anthony Reed, Asst. Atty. Gen., Charleston, for W. Va. Bd. of Banking and Financial Institutions.

McCamic & McCamic and Jeremy C. McCamic, Wheeling, for Weirton Bank & Trust Co.

NEELY, Justice:

This appeal squarely presents the question of the nature and extent of required findings of fact in administrative orders entered by state agencies under W.Va.Code, 29A-5-3 (1964), one of the sections within the chapter known as the "Administrative Procedures Act." The appellant alleges that the West Virginia Board of Banking and Financial Institutions failed to comply with Code, 29A-5-3 (1964) when it granted a general banking charter to appellee.

In April 1974, the appellee's predecessor, Weirton Savings & Loan Company, applied to the Appellee Board of Banking and Financial Institutions to change the name of the institution from Weirton Savings & Loan Company to Weirton Bank & Trust Company and to change the nature of the business from a savings and loan institution to a corporation with general banking powers. The record discloses that ownership of the proposed bank is identical to that of the Weirton Savings & Loan Company, and that the reorganization involved a one-for-one exchange of stock.

On April 25, 1973, appellant Citizens Bank of Weirton petitioned the Board to intervene as a party for the purpose of protesting Weirton Savings' application for the banking charter. No other person or institution intervened in the proceeding. The appellant took an active part in the proceedings by filing papers, presenting evidence, and conducting the cross-examination of witnesses. After receipt of the appellee's application, the Board undertook an investigation of the case and prepared its own field investigation report which was filed with the Board in October 1974, and in November 1974 a hearing was held at which evidence was presented by all parties. On December 10, 1974 the Board, by order, granted appellee's application and on January 3, 1975, appellant appealed the Board's decision to the Circuit Court of Kanawha County pursuant to the provisions of W.Va.Code, 29A-5-4 (1964), and W.Va.Code, 31A-3-4 (1969). On May 29, 1975, the Circuit Court of Kanawha County affirmed the action of the Board. The Citizens Bank appealed to this Court, pursuant to W.Va.Code, 29A-6-1 (1964) and W.Va.Code, 31A-3-4 (1969).

The appellee raises the issue in this Court of whether the method employed by the appellant to initiate judicial review of the Board's order of December 10, 1974, was sufficient to grant the Circuit Court of Kanawha County jurisdiction in this case.

W.Va.Code, 29A-5-4 (1964) sets forth the procedure by which a petition for review of agency action can be instituted in the appropriate circuit court. Among other requirements, Code, 29A-5-4 (1964) states that "A copy of the petition shall be served upon . . . all other parties of record by registered or certified mail." Here the petition for review was served upon Jeremy C. McCamic, a member of the board of directors both of Weirton Savings and Loan Company and of the Weirton Bank & Trust Company. Inasmuch as both these corporations are domestic corporations, the notice provisions of W.Va.Code, 56-3-13 (1975), permitting service upon members of the boards of directors of such corporations, are applicable. Accordingly, service of the petition for review upon Jeremy C. McCamic was sufficient to bring Weirton Savings and Loan Company, or its successor Weirton Bank & Trust Company, before the Circuit Court of Kanawha County for proceedings upon the petition for review of agency action.

I

The primary question presented on the merits is whether the Board's simple restatement in its order of the statutory language found in W.Va.Code, 31A-4-6 (1969) without more constituted sufficiently specific findings of fact to comply with W.Va.Code, 29A-5-3 (1964). ¹ We think that they were not.

The Board's final order in its entirety reads as follows:

WHEREAS the stockholders of the Weirton Savings & Loan Co., Weirton, West Virginia, having caused to be filed with the Board of Banking and Financial Institutions a proposed RESTATED CHARTER of said Weirton Savings & Loan Co., for the purpose of converting same to a commercial banking institution by name of Weirton Bank and Trust Co., said RESTATED CHARTER showing date of the 1st day of April, 1974; and

WHEREAS the Board having caused to be made a careful examination and investigation as required by statute; and

WHEREAS the Board having held a hearing in the prescribed manner on the 18th day of November, 1974, at which the applicant and a protestant were heard;

NOW THEREFORE, the Board, after due consideration, does hereby ORDER that the RESTATED CHARTER for the Weirton Bank and Trust Co., Weirton, West Virginia, be APPROVED and transmitted to the Secretary of State, together with a copy of this ORDER, for processing.

The Board does provide the following findings of fact and conclusions of law on which such approval is based:

FINDINGS OF FACT

(1) The public convenience and advantage will be promoted by the establishment of this bank.

(2) Local conditions assure reasonable promise of successful operation for the proposed bank and those banks already established in the area.

(3) The proposed capital structure is adequate.

(4) The proposed officers and directors have sufficient banking experience, ability, character and standing to assure reasonable promise of successful operation.

(5) The name of the proposed bank is not so similar as to cause confusion with the name of an existing bank.

(6) Provision has been made for suitable banking house quarters in the community specified in the RESTATED CHARTER.

CONCLUSIONS OF LAW

Based upon the above findings of fact, the Board concludes that the requirements of Chapter 31-A of the West Virginia Code relating to the chartering of new banks have been satisfied and therefore approves this RESTATED CHARTER.

This ORDER is entered pursuant to action taken at a meeting of the said West Virginia Board of Banking and Financial Institutions held at Charleston, West Virginia on the 9th day of December, 1974, and the Minutes of the said Board authorize the Chairman to execute this ORDER of approval.

A

It is the underlying theory of administrative law as it has evolved in this country since the early part of the Twentieth Century that the business of government cannot be conducted in any meaningful sense exclusively by democratically elected and politically responsive officials. In fact, one wonders upon viewing the agencies which have been designed by legislatures to carry on the day-to-day business of government, such as, in West Virginia, the State Board of Regents, State Board of Education, State Board of Health, and numerous others, whether the Legislature deliberately intended to remove decision making from anything which resembles a political process. Nevertheless, it has been generally recognized that the Legislature can delegate a substantial amount of policy making to other creatures of its own making which are for all practical purposes immune from political consequences. ²

The ad hoc development of administrative law in the first forty years of this century produced a creature which looked very much like the famous elephant, which was allegedly a horse designed by a committee. The Federal and State administrative procedures acts were for all intents and purposes merely codifications of common law developments generated by imaginative lawyers and innovative judges under the due process and equal protection clauses. ³

One may suspect, and almost reasonably infer, that one of the purposes of court review in administrative law is to use the somewhat cumbersome judicial procedure to inject the same conservative bias into the administrative process which is inherent in the legislative process. ⁴ In this regard in the 1930's it may well have been the intention of those who developed administrative law to take major policy decisions out of the hands of young, academically well-trained, politically inexperienced, and overly eager administrators and place them...