Doty v. Love, 585

• Decision Date: 01 April 1935
• Docket Number: No. 585,585
• Citation: 79 L.Ed. 1303,55 S.Ct. 558,295 U.S. 64,96 A.L.R. 1438
• Parties: DOTY et al. v. LOVE, Superintendent of Banks of Mississippi
• Court: U.S. Supreme Court

295 U.S. 64

55 S.Ct. 558

79 L.Ed. 1303

DOTY et al.

v LOVE, Superintendent of Banks of Mississippi.

No. 585.

Argued March 11, 12, 1935.

Decided April 1, 1935.

Messrs. Charles S. Mitchell, of Tupelo, Miss., and Elmer C. Sharp, of Booneville, Miss., for appellants.

Messrs. H. H. Creekmore, of Jackson, Miss., and C. R. Bolton, of Tupelo, Miss., for appellee.

Mr. Justice CARDOZO delivered the opinion of the Court.

A statute of Mississippi, adopted in 1932 (Laws 1932, c. 251), permits the reopening of closed banks upon terms proposed by three-fourths of the creditors in number or in value if the plan is approved by the superintendent of banks and confirmed by the court of chancery. A bank has been reopened in accordance with this statute. The question is whether contractual rights have been impaired or rights of property annulled in contravention of the provisions of the Constitution of the United States.

The People's Bank & Trust Company of Tupelo, Miss., closed its doors on December 24, 1930. In accordance with the statutes then in force (Code 1930, § 3817), the superintendent of banks took charge of the business and proceeded to liquidate it; his action being subject at all times to the supervision of the court of chancery. The bank owed about $200,000 for public moneys on deposit. These were preferred claims under the laws of Mississippi, and were paid in full. It owed for bills payable and rediscounts $457,500, amply secured by collateral. These also were paid in full; the security being unaffected by liquidation or insolvency. Out of the remaining assets, so far as they would serve, the liquidator would have to pay the general deposits (about $1,450,000) as well as any other debts. There was also available for the protection of depositors the personal liability of the shareholders to the extent of the par value of their shares, a liability which under the statute was to be 'enforced in a suit at law or in equity by any such bank in process of liquidation, or by the superintendent of banks, or other officer succeeding to the legal rights of said bank.' Mississippi Code, § 3815. The share capital of the bank was $200,000, and the personal liability of the shareholders would have added a like amount to the assets if all the shareholders had paid in full.

In the fall of 1932 after about two years of liquidation by the superintendent of banks, a movement was started by a large number of depositors to set the bank upon its feet. For help in that endeavor, they had recourse to methods made available by a statute adopted in May, 1932, which is quoted in the margin.¹ Laws Missis sippi 1932, c. 251, Mississippi Code Supp. 1933, § 3817-1. The substance of the statute is that the court of chancery shall have power to reopen a closed bank in accordance with a plan proposed by at least three-fourths of the creditors and recommended by the superintendent, if the court is satisfied that the plan is feasible and just. Upon the approval of such a plan, assenting and nonassenting creditors shall be required to accept payment in accordance with its terms. The superintendent shall have no power to diminish to the prejudice of creditors any assets that otherwise would be available for payment. Liquidation by the bank itself, though in a reorganized form, is to be substituted for liquidation at the hands of a statutory receiver.

Resorting to that statute, about 80 per cent. of the creditors signed a 'freezing-of-deposits agreement' prescribing a time and method for the payment of the debts. The bank, when reorganized, was to have a capital of $55,000 and a surplus of $45,000, a total capital and surplus of $100,000. Shareholders of the old bank, having shares of the par value of $110,000, were to contribute the new capital ($55,000, or 50 per cent. of their old holdings) in cash or its equivalent. In consideration of this payment, they were to be released from any other liability on the old shares, though the statutory liability would attach automatically to the new ones if the reorganized bank were to go under. Shareholders not contributing to capital (representing $90,000 of the old shares) were to remain personally liable as if no plan had been adopted. Of the claims against the old bank as distinguished from those against the shareholders, 25 per cent. were to be assumed by the reopened bank; 75 per cent. were to be a charge upon certain assets which were to be placed in a pool and made to realize what they could. Assets having an estimated value in excess of the liabilities assumed were to be turned over to the reopened bank to enable it to make good its promise. This was the primary source of payment, though the covenant of assumption was to be back of it. Out of the assets so delivered, deposits of $5 or less, amounting in all to $3,649.87, were to be paid in full. All other claims then outstanding for deposits or other debts were to be ratably satisfied up to the limit of 25 per cent., 5 per cent. at once, and the remaining 20 per cent. in 5 per cent. installments as the assets turned over to the reopened bank were converted into cash, the process of conversion being subject to the supervision of the court. Proceeds of collection in excess of the 25 per cent. were not to be retained, but were to be paid into the pool. Certain other assets having an estimated value of $45,000 were turned over to the reopened bank for surplus or reserve. This amount was to be repaid out of the net earnings at the rate of $7,500 a year by additions to the pool. No dividends were to be declared upon the shares of the reopened bank till all the liabilities assumed by it had been satisfied completely. The assets deposited in the pool were to be administered by the bank as a trust for the benefit of creditors. Many other details would have to be stated to exhibit the plan fully. For an understanding of the objections the outline given will suffice.

The superintendent of banks filed a petition in the court of chancery approving the plan and recommending its adoption. Notice of hearing was served by publication upon the 5,000 creditors affected, as well as personally upon some of them selected by the court as representing the interests of all. Only a few creditors opposed the granting of the petition. Some of these withdrew their objections at the close of the hearing with the result that the number of opponents was reduced to six. After full consideration, the court on May 15, 1933, entered a decree overruling the objections and reopening the bank in accordance with the plan. Two of the objecting creditors appealed to the Supreme Court of the state, invoking the protection of article 1, § 10, and the Fourteenth Amendment, of the Federal Constitution. The decree was affirmed, one judge dissenting. Dunn v. Love (Miss.) 155 So. 331, 92 A.L.R. 1323. The case is here upon appeal. Judicial Code, § 237, 28 U.S.C. § 344 (28 USCA § 344).

If we look to the surface of the statute and no farther, there is not even colorable basis for the argument that the Constitution is infringed. All that the statute does upon its face is to change the method of liquidation. The assets of the business are to be devoted without impairment or diversion to the payment of the debts. As to this the statute is explicit. Act of 1932, c. 251, § 3. In the discretion of the court of chancery a reopened bank is to take the place of the state superintendent for the purpose of gathering in the assets and discharging liabilities. The substitution may not be made unless the court is satisfied that the reopened bank is solvent and able to satisfy the debts to be assumed. Payment of the creditors is still the end to be attained, and resumption of business a means and nothing more. If debts are thereby swollen or assets made to shrink, the outcome is an unlooked-for incident of a method of administration conceived to be more efficient than present sale and distribution. The Constitution of the United States does not confer upon the depositors a vested right to liquidation at the hands of a state official. Gibbes v. Zimmerman, 290 U.S. 326, 332, 54 S.Ct. 140, 78 L.Ed. 342.

The argument will not hold that the necessary operation of the statute is to subject dissenting creditors, who may be as many as one-fourth, to the will or the whim of the assenting three-fourths. The creditors favoring reorganization, though they be 99 per cent., have no power under the statute to impose their wil on a minority. They may advise and recommend, but they are powerless to coerce. Their recommendation will be ineffective unless approved by the superintendent. Even if approved by him, it will be ineffective unless the court after a hearing shall find it to be wise and just. Upon such a hearing every objection to the plan in point of law or policy may be submitted and considered. The decree when made by the chancellor will represent his own unfettered judgment. The judicial power has not been delegated to nonjudicial agencies or to persons or factions interested in the event. Like statutes have been upheld by the courts of other states. Dorman v. Dell, 245 Ky. 34, 52 S.W. (2d) 892; Milner v. Gibson, 249 Ky. 594, 61 S.W.(2d) 273; Nagel v. Ghingher, 166 Md. 231, 171 A. 65, 92 A.L.R. 1315; McConville v. Fort Pierce Bank & Trust Co., 101 Fla. 727, 135 So. 392; Smith v....