North Miss. Sav. & Loan Ass'n v. Confederate States Sav. & Loan Ass'n
| Decision Date | 01 July 1964 |
| Docket Number | No. 43106,43106 |
| Parties | NORTH MISSISSIPPI SAVINGS & LOAN ASSOCIATION v. CONFEDERATE STATES SAVINGS & LOAN ASSOCIATION. |
| Court | Mississippi Supreme Court |
Talbot, Sullivan & Dunbar, Clarksdale, for appellant.
Wells, Thomas & Wells, Roland D. Marble, Jackson, for appellee.
This case is before us on appeal by North Mississippi Savings & Loan Association, hereinafter referred to as the petitioner or appellant, from a decree of the Chancery Court of Lafayette County affirming an order of the Board of Savings and Loan Associations entered on March 12, 1963, dismissing the petition of the North Mississippi Savings & Loan Association, joined in by Bankers Trust Savings & Loan Association, for a rule or order prohibiting Confederate States Savings & Loan Association No. 6, now known as 'Confederate States Savings & Loan Association of Oxford', hereinafter referred to as the respondent, or the appellee, from changing the location of its home office from Columbus, Mississippi, to Oxford, Mississippi
The record shows that the appellant, North Mississippi Savings & Loan Association, is a state chartered capital stock savings and loan association which sometime prior to July, 1962, established and since that time has maintained and operated a savings and loan office in the City of Oxford, Mississippi. At the time the appellant established its office in the City of Oxford no other savings and loan association was serving that area, although Bankers Trust Savings & Loan Association also a state chartered capital stock association, opened an office in Oxford simultaneously with the opening of appellant's office.
The record shows that the appellee, Confederate States Savings & Loan Association No. 6, is also a state chartered capital stock savings and loan association, which, prior to June 29, 1962, was domiciled in the City of Columbus, Mississippi, where it maintained an office and operated its business as a savings and loan association; that on June 29, 1962, the appellee applied for and obtained an amendment to its charter whereby its corporate name was changed to 'Confederate States Savings & Loan Association of Oxford,' and whereby its domicile was changed from Columbus, Mississippi, to Oxford, Mississippi; that immediately after the approval of said charter amendment appellee leased office space in the City of Oxford and made preparations for the removal of its office furniture and equipment and its books of account to its new location, and on August 1, 1962, opened its office in Oxford for the transaction of business.
On July 1, 1962, Ch. 228, Laws of 1962 (Section 5288-01 to Section 5288-47, Miss.Code of 1942, Rec.), known as 'The Savings and Loan Act of 1962' became effective.
The provisions of that act, which are relevant to the issues presented for our decision on this appeal, are as follows:
* * *
'* * *
'(e) The board shall have the power and authority to adopt, promulgate, issue, and rescind rules and enforce orders necessary or appropriate to carry out the provisions of this act. * * *
'Any interested party shall have the right to appeal from any final rule or order of the board to the chancery court of the domicile of the association when the rule or order is so limited in its application as to affect that association only, provided, however, that if the aggrieved association be a nonresident of Mississippi, then the appeal shall be taken to the chancery court of any county in which the said association is doing business. * * *
'The chancery court may affirm such rule or order, or reverse same and remand same to the board for further proceedings as justice may require.
'* * * An appeal may be taken from a final decree of the chancery court to the supreme court as otherwise provided by law.
'(f) The board shall pass upon all petitions for incorporation by a savings association, upon the amendments to charter of incorporation or bylaws, as provided in section 6 of this act.
'* * *
'(h) Approval of change of location of a home office of an association may be secured by petition to the board, and no location of home office shall be effected in the absence of such approval.'
Section 23 of the act provides in part as follows: '* * * Provided, however, that nothing in this act shall be construed to impair or modify any lawful contract, property right or existing charter of any corporation doing business as a savings and loan association on the effective date of this act.'
The petition in this cause was filed by the appellant, North Mississippi Savings & Loan Association, with the State Board on July 30, 1962. In its petition the petitioner alleged facts substantially as follows: That petitioners, by letter dated July 26, 1962, had informed the executive officer of the Board of Savings and Loan Associations of the intention of the appellee, Confederate Savings & Loan Association No. 6, as it was then known to petitioner, to relocate its Columbus, Mississippi, office at Oxford, Mississippi, and petitioner had formally notified the Board of its objection to such relocation by Confederate States Savings & Loan Association of its office in the City of Oxford; that in said letter the petitioner had requested that it be advised of the filing of any such application by the Confederate States for approval of such relocation of its office at Oxford, if such application should be filed, and that petitioner be given an opportunity to file its objections to the granting of such petition; that a copy of said letter had been mailed to the Vice President of Confederate States, which at that time was doing business at Columbus, Mississippi; and that on July 27, Confederate States, by its attorneys, had advised the appellant in writing that it did not consider itself subject to the provisions of the Savings and Loan Act of 1962.
In its petition the appellant North Mississippi Savings & Loan Association further alleged that it was engaged in operating a savings and loan association office in the City of Oxford, which had a population slightly in excess of 5,000; that the Bankers Trust Savings & Loan Association was also operating a savings and loan association office in the City of Oxford; that two banks had been established and were doing business in the City of Oxford; that the Confederate States Savings & Loan Association No. 6 was subject to the provisions of the Savings and Loan Act of 1962, and could not legally open an office and begin doing business in the City of Oxford as a savings and loan association without the prior approval of the Board; and that petitioner objected to the opening of such office by respondent in the City of Oxford for the following reasons:
(1) That there was no need for another savings and loan association in the area of Oxford;
(2) That the presence of a Confederate States Savings & Loan Association office in the City of Oxford would jeopardize the financial stability of the existing associations presently doing business in Oxford, which were adequately fulfilling the needs of the area; and
(3) That the operation of a savings and loan association by the respondent in the area of Oxford would not benefit said area.
The petitioner therefore requested that its petition be set for hearing and that proper notice be given to the respondent Confederate States Savings & Loan Association, and that upon the hearing of said petition the location of a savings and loan association office in the City of Oxford by the respondent be disapproved and enjoined by the Board.
On August 20, 1962, the matter of the protest of the appellant North Mississippi Savings & Loan Association against the change in location of the home office of Confederate States Savings & Loan Association came on for hearing before the State Board. The Board was of the opinion that it had authority to go into the entire question for the purpose of determining whether it had jurisdiction to deny or approve the respondent's change of location; and an order was entered directing the respondent Confederate States Savings & Loan Association to petition the Board for approval of a change of location of its home office, such petition to be presented within ten days. It was expressly stipulated, however, that the Board would accept the respondent's petition with the understanding that the filing of such petition would not constitute a waiver of any right that the respondent might have to raise once again on full hearing the question of the jurisdiction of the Board to approve or disapprove its change of location.
The respondent Confederate States Savings & Loan Association, feeling aggrieved at the order of the Board, filed a petition for appeal to the chancery court from the order of the Board entered on August 20. On September 4, the State Board entered a 'Supplemental Order' directing that the respondent cease and desist from its operation of its home office in the City of Oxford, until approval of the Board was obtained; and on September 11, the respondent filed its petition for appeal from that order.
The cause was heard by the chancellor on the above mentioned interlocutory appeals on January 22, 1963. At the conclusion of the hearing the chancellor held that the interlocutory appeals were premature, and that the case should be sent back to the Board for the hearing of testimony and further consideration by the Board of the question of the Board's jurisdiction of the subject matter. An order was therefore entered remanding the cause to the State Board for a fulll hearing on the question as to the jurisdiction of the Board to take action in the matter, and on the question whether, after the approval of its charter amendment, it was necessary...
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