Teambank, N.A. v. McClure

• Decision Date: 06 February 2002
• Docket Number: No. 01-2285.,01-2285.
• Parties: TEAMBANK, N.A., Appellee, v. 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.
• Court: U.S. Court of Appeals — Eighth Circuit

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279 F.3d 614 TEAMBANK, N.A., Appellee,
v.
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. No. 01-2285. United States Court of Appeals, Eighth Circuit. Submitted: December 10, 2001. Filed: February 6, 2002.

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Michael Eugene Cook Pritchett, argued, Jefferson, MO, for appellant.

Victoria L. Smith, argued, Kansas City, MO, for appellee.

Douglas B. Jordan, argued, Washington, DC (Daniel P. Stipano, L. Robert Griffin, on the brief), for Amicus.

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

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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, 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

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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 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...