Brookshire v. Adcock

2009 Ark. 207, 307 S.W.3d 22, 2009 Ark. LEXIS 306
CourtSupreme Court of Arkansas
DecidedApril 16, 2009
Docket08-119
StatusPublished
Cited by12 cases

This text of 2009 Ark. 207 (Brookshire v. Adcock) is published on Counsel Stack Legal Research, covering Supreme Court of Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Brookshire v. Adcock, 2009 Ark. 207, 307 S.W.3d 22, 2009 Ark. LEXIS 306 (Ark. 2009).

Opinion

ELANA CUNNINGHAM WILLS, Justice.

| jThis court granted two petitions for review of the court of appeals’ decision in Brookshire v. Adcock, 101 Ark.App. 134, 270 S.W.3d 879 (2008). The petitions, filed by then-Bank Commissioner Robert Ad-cock, Jr. and separate appellees Farmers Bank of Greenwood and Wilkinson Banking Corporation (appellees), assert that the court of appeals erred in reversing the Bank Commissioner’s decision to deny interest to the appellants — dissenting shareholders in Farmers Bank (appellants) — for the period of time between the approval of a plan of exchange of shares and the final valuation of the shares by the statutory appraisal procedure. At issue is whether Ark. Code Ann. § 23-48-603 allows the Bank Commissioner to award interest in such cases, even though the express language of the statute does not specifically provide for such award. We affirm the Commissioner’s decision.

|2The underlying dispute in this case began when Farmers Bank announced it would put forth a plan of exchange at a stockholders’ meeting. The proposed plan of exchange provided for Wilkinson Banking Corporation to acquire all shares in Farmers Bank that it did not already own, at $5,600 per share. 1 The majority of shareholders approved the plan of exchange, by a margin of 93.5% to 6%, and the Bank Commissioner approved the plan on September 30, 2003. As dissenting minority shareholders, the appellants disputed the tendered value for their minority shares, and ultimately requested that the Commissioner initiate an appraisal of the shares as provided by § 23-48-603(b)(3). Following the appraisal, the Commissioner issued a letter to the parties on May 16, 2005, fixing the final value of the dissenters’ shares at $7,270.00 per share. 2 Additionally, the Commissioner made the following determination:

Dissenting shareholders’ counsel has made an additional request for the Bank Commissioner to award interest from the end of September 2003, the date the dissenters ceased to be shareholders, through the date the final valuation is paid at a rate of six percent (6%). The issue of interest is not addressed in [Ark.Code Ann. § 23-48-603]; therefore, the statute does not authorize the Bank Commissioner to award interest in addition to the valuation. The statute requires the Bank Commissioner to cause an appraisal to be made to Isdetermine the value of the shares only.

The appellants petitioned the Pulaski County Circuit Court to reverse the Commissioner’s decision under the Arkansas Administrative Procedure Act (APA), Ark. Code Ann. §§ 25-15-201 to -218 (Repl. 2002 & Supp.2007), arguing that the Commissioner’s denial of interest was:

made in violation of constitutional or statutory provisions; in excess of the agency’s statutory authority; made upon unlawful procedure; affected by other error or law; not supported by substantial evidence of record; and arbitrary, capricious, or characterized by abuse of discretion.

Alternatively, the appellants petitioned the circuit court for a writ of mandamus and/or writ of certiorari. On March 14, 2007, the circuit court issued an order dismissing the appellants’ complaint. Upholding the Commissioner’s decision, the circuit court stated as follows:

The statute at issue, Ark.Code Ann. § 23-48-603, does not provide for an award of interest in a proceeding to establish the value of dissenting stockholders’ shares. This Court may not read into the statute a requirement that is not there. Because this is a proceeding under the APA to review the Bank Commissioner’s decision, the Court cannot say that the Commissioner was wrong in his reading and interpretation of his authority under the statute. Because the statute does not authorize the award of interest in an appraisal proceeding, and because the Bank Commissioner’s interpretation of the statute is not clearly wrong, the standard of review necessary to modify or reverse the Bank Commissioner’s decision under [the APA] has not been met.

Upon review, the court of appeals reversed the Commissioner’s decision that the minority stockholders were not entitled to interest on the value of their shares for the period between the approval of the plan of exchange until the final valuation of the shares. The court of appeals relied on Fitzgerald v. Investors Preferred Life Ins. Co., 258 Ark. 966, 530 S.W.2d 195 (1976), where this court held that dissenting stockholders involved in a merger of two life insurance companies were entitled to interest from the period between the merger until the final valuation of the shares by a court judgment. Although Fitzgerald involved a different statute than the one at issue in this case, the court of appeals held that, “[a]s in Fitzgerald, ‘sim-pie justice’ requires that appellants be awarded interest on the value of their stock during the delay in valuation.” Brookshire, supra, 101 Ark.App. at 138, 270 S.W.3d at 882.

The appellees argue in their petitions for review that the court of appeals failed to defer to an administrative agency’s interpretation of statutory provision, and that it erred by interpreting an unambiguous statute, rather than giving the statutory language its plain and ordinary meaning. When this court grants a petition for review of a court of appeals decision, we review the case as though it had originally been filed with this court. See, e.g., Stehle v. Zimmerebner, 375 Ark. 446, 291 S.W.3d 573 (2009).

Judicial review of the Bank Commissioner’s decision is governed by the APA. Ford v. Keith, 338 Ark. 487, 996 S.W.2d 20 (1999). The appellate court’s review is directed, not toward the circuit court, but toward the decision of the agency, because administrative agencies are better equipped by specialization, insight through experience, and more flexible procedures than courts, to determine and analyze legal issues affecting their agencies. Collie v. Ark. State Med. Bd., 370 Ark. 180, 258 S.W.3d 367 (2007); Batiste v. Ark. Dep’t of Human Servs., 361 Ark. 46, 204 S.W.3d 521 (2005). Judicial review of administrative ^decisions is limited in scope. Williams v. Ark. State Bd. of Physical Therapy, 353 Ark. 778, 120 S.W.3d 581 (2003). The APA provides that a reviewing court may reverse or modify the agency’s decision if the decision: (1) violates the constitution or a statute; (2) exceeds the agency’s statutory authority; (3) is affected by an error of law; (4) is procedurally unlawful; (5) is unsupported by substantial evidence in the record; or (6) is arbitrary, capricious or is an abuse of discretion. Ark.Code Ann. § 25-15-212(h); Arkansas Dep’t of Correction v. Bailey, 368 Ark. 518, 247 S.W.3d 851 (2007).

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2009 Ark. 207, 307 S.W.3d 22, 2009 Ark. LEXIS 306, Counsel Stack Legal Research, https://law.counselstack.com/opinion/brookshire-v-adcock-ark-2009.