Massachusetts Financial Services, Inc. v. Securities Investor Protection Corp., No. 76-1256

• Court: United States Courts of Appeals. United States Court of Appeals (1st Circuit)
• Writing for the Court: Before COFFIN; McENTEE
• Citation: 545 F.2d 754
• Parties: Fed. Sec. L. Rep. P 95,781 MASSACHUSETTS FINANCIAL SERVICES, INC., Plaintiff, Appellee, v. SECURITIES INVESTOR PROTECTION CORPORATION, Defendant, Appellant.
• Docket Number: No. 76-1256
• Decision Date: 01 December 1976

Page 754

545 F.2d 754 Fed. Sec. L. Rep. P 95,781 MASSACHUSETTS FINANCIAL SERVICES, INC., Plaintiff, Appellee,
v.
SECURITIES INVESTOR PROTECTION CORPORATION, Defendant, Appellant. No. 76-1256. United States Court of Appeals,
First Circuit. Argued Sept. 9, 1976.
Decided Dec. 1, 1976.

Theodore H. Focht, Washington, D. C., with whom Wilfred R. Caron and William H. Seckinger, Washington, D. C., were on brief, for defendant, appellant.

Daniel B. Bickford, Boston, Mass., with whom Gerard A. Corsini and Gaston, Snow & Ely Bartlett, Boston, Mass., were on brief, for plaintiff, appellee.

Before COFFIN, Chief Judge, CLARK, ^* Associate Justice, U. S. Supreme Court (Ret.), McENTEE, Circuit Judge.

McENTEE, Circuit Judge.

The single discrete question with which this appeal deals is whether appellee, Massachusetts

Page 755

Financial Services, Inc. ("MFS"), is a member of the federally created Securities Investor Protection Corp. ("SIPC"). ¹ The district court answered this question in the negative and held that MFS was not liable for the $5,368 which it had paid to SIPC as a mandatory assessment for the calendar years 1972 and 1973. 411 F.Supp. 411 (1976). We affirm.

The crucial statute in this case is P 3(a)(2) of the Securities Investor Protection Act of 1970 ("SIPA"), 15 U.S.C. § 78ccc(a)(2), which provides that SIPC shall:

"be a membership corporation the members of which shall be

(A) all persons registered as brokers or dealers under section 78o (b) of this title (the Securities Exchange Act of 1934), and

(B) all persons who are members of a national securities exchange,

other than persons whose business as a broker or dealer consists exclusively of (i) the distribution of shares of registered open end investment companies or unit investment trusts, (ii) the sale of variable annuities, (iii) the business of insurance, or (iv) the business of rendering investment advisory services to one or more registered investment companies or insurance company separate accounts . . . ." (Emphasis added.) ²

MFS contends that § 78ccc(a)(2) specifically exempts it from membership in SIPC because the only business which it conducts as a broker or dealer is the marketing (distribution) of the shares of its mutual fund customers. The Sales Division of MFS markets the shares of the firm's mutual fund customers, while other MFS divisions perform other functions. See 411 F.Supp. at 414-15 & n. 5. Some of these other functions are beyond the pale of the four exceptions specified in § 78ccc(a)(2). It is critical to note, however, that none of the other functions performed by MFS require broker-dealer registration. In essence MFS contends that its only activity as a broker or dealer is one which is specifically exempted by § 78ccc(a)(2) and that the other activities conducted by the firm in a non-broker-dealer capacity are irrelevant to the question of its membership vel non in SIPC.

SIPC for its part does not deny that the exclusive activity of the Sales Division is the distribution of the shares of the firm's mutual fund customers. It argues, however, that once MFS registered as a broker-dealer (as it was required to do by the 1934 Act so that the Sales Division could conduct its business), it became a member of SIPC by virtue of its other activities which are not included among the specific statutory exceptions and therefore can be assessed, pro tanto, for those nonexcepted activities. To use the term employed by SIPC in its brief, MFS's registration as a broker-dealer conferred upon it the status of "member" in SIPC, see § 78ccc(a)(2)(A), and it can divest itself of that status only to the extent that it is involved in one or more of the four exempted activities (which SIPC characterizes as categories of exempt revenue).

For SIPC to prevail, however, it must overcome the significant hurdle that the plain language of the statute specifically exempts "persons whose business as a broker or dealer consists exclusively of . . . the distribution of (mutual fund) shares." SIPC vigorously argues that the quoted phrase should not be given a technical meaning, but should be understood as exempting only those parties whose securities

Page 756

business (in the broad sense) consists exclusively of one or more of the exempted activities. MFS argues that the expression "as a broker or dealer" means precisely what it says and that since the only activity which it conducts pursuant to its broker-dealer registration is unquestionably exempted, it therefore is not a member of SIPC.

A basic principle which must guide our approach to the instant case is that a statute's plain language is the primary indicator of its meaning:

"It is elementary that the meaning of a statute must, in the first instance, be sought in the language in which the act is framed, and if that is plain, and if the law is within the constitutional authority of the law-making body which passed it, the sole function of the courts is to enforce it according to its terms. Caminetti v. United States, 242 U.S. 470, 485, 37 S.Ct. 192, 194, 61 L.Ed. 442 (1917).

See also Flora v. United States, 357 U.S. 63, 65, 78 S.Ct. 1079, 2 L.Ed.2d 1165 (1968); United States v. Second National Bank, 502 F.2d 535, 539-40 (5th Cir. 1974), cert. denied, 421 U.S. 912, 95 S.Ct. 1567, 43 L.Ed.2d 777 (1975); Busse v. Commissioner of Internal Revenue, 479 F.2d 1147, 1150-51 (7th Cir. 1973); United States v. New England Coal & Coke Co., 318 F.2d 138, 142-43 (1st Cir. 1963). Of course, deference to the plain meaning rule should not be unthinking or blind. We would go beyond the plain meaning of statutory language when adherence to it would produce an absurd result or "an unreasonable one 'plainly at variance with the policy of the legislation as a whole.' " United States v. American Trucking Ass'ns, Inc., 310 U.S. 534, 543, 60 S.Ct. 1059, 1064, 84 L.Ed....