Central National Bank v. Rainbolt

720 F.2d 1183
CourtCourt of Appeals for the Tenth Circuit
DecidedNovember 9, 1983
DocketNos. 81-2262, 82-1227
StatusPublished
Cited by16 cases

This text of 720 F.2d 1183 (Central National Bank v. Rainbolt) is published on Counsel Stack Legal Research, covering Court of Appeals for the Tenth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Central National Bank v. Rainbolt, 720 F.2d 1183 (10th Cir. 1983).

Opinion

SETH, Chief Judge.

This is a consolidated appeal from the trial court’s order denying the plaintiffs’ motion for a preliminary injunction and granting the defendants’ motion for summary judgment. The suit arises from the attempt of the plaintiffs Central National Bank (CNB) and the Chairman of its Board of Directors, Mr. Holton, to block the takeover of CNB by the defendant, Mr. Rain-bolt.

Mr. Rainbolt attempted to purchase shares of CNB held by certain of the Bank’s minority shareholders. Under the terms of the purchase agreement he agreed to acquire 52,800 shares of CNB, representing 52.8% of its outstanding stock. Some of the stock that he agreed to purchase was encumbered by a Right of Refusal Agreement. That agreement provided that if a shareholder received an offer to buy all or part of his encumbered stock, that prior to accepting he had to extend the offer “upon the same terms and conditions and for the same price” to the trustee for the shareholders of the encumbered CNB stock.

In compliance with the terms of the Right of Refusal Agreement, the shareholders notified the trustee of Mr. Rainbolt’s offer. The trustee elected to purchase some but not all of the encumbered stock and none of the unencumbered stock. Mr. Rainbolt claims that the trustee’s election to purchase only part of the shares was not “upon the same terms and conditions” as his offer because his offer contained the condition that he acquire all 52,800 shares. The' selling shareholders declined to tender their shares to the trustee. It is not disputed that at the time of the filing of this suit, Mr. Rainbolt had gained effective control of the Bank by virtue of his stock purchase agreement.

CNB and Mr. Holton brought this suit alleging that Mr. Rainbolt’s offer violated the Change in Bank Control Act, the Bank Holding Company Act and various provisions of the Clayton Act. Appended to the federal claims was a state claim that the minority shareholders wishing to sell to Mr. Rainbolt were acting in contravention of the Right of Refusal Agreements. A similar suit on the Right of Refusal Agreements was brought in Oklahoma state court.

The trial court dismissed all of the plaintiffs’ federal claims on jurisdictional grounds and determined that the trustee’s election to purchase some of the encumbered shares was not “upon the same terms and conditions” as Mr. Rainbolt’s offer. It therefore granted Mr. Rainbolt’s motion for summary judgment and denied the plaintiffs’ motion for injunctive relief.

On appeal, the plaintiffs’ first contention is that Mr. Rainbolt violated the Change in Bank Control Act, 12 U.S.C. § 1817. The provisions of that Act dictate that the acquisition of a national bank requires an express and prior non-disapproval by the Comptroller of the Currency. Mr. Rainbolt did not obtain the Comptroller’s non-disapproval prior to obtaining control of the Bank; however, the Comptroller did issue a non-disapproval letter after Mr. Rainbolt acquired control.

The trial court held that the plaintiffs’ claim under § 1817 was mooted by the issuance of the Comptroller’s letter. While we expressly reserve any decision as to [1186]*1186whether there is a private right of action under § 1817, we affirm the trial court’s ruling. The plaintiffs’ complaint alleges that Mr. Rainbolt’s acquisition constitutes a violation of the law which could injure them or subject them to liability under federal statute. The Comptroller s letter obviated the possibility that he would declare Mr. Rainbolt to be m violation of § 1817(j). The potential for liability under § 1817(j) no longer being extant, the trial court properly declared the claim moot. Insofar as the plaintiffs seek review or airing of the Comptroller’s decision to issue the letter, we note that the plaintiffs did not seek that relief in their complaint, and we decline to examme it here.

The plaintiffs also argue that the acquisition of CNB by Mr. Rainbolt was in fact an indirect acquisition by Thunderbird Bancs-hares, Inc., a bank holding company in which Mr. Rainbolt owns a controlling interest. The plaintiffs allege that such acquisitions violate the Bank Holding Company Act, 12 U.S.C. §§ 1841-1850, which limits to five percent the voting shares of any national bank which may be controlled by a bank holding company.

The trial court dismissed this claim for lack of jurisdiction citing our decision in American Bank of Tulsa v. Smith, 503 F.2d 784 (10th Cir.). In that case, we held that a federal district court has no jurisdiction to determine the merits of an alleged violation of the Bank Holding Company Act. The Act vests exclusive jurisdiction of such cases with the Federal Reserve Board. Whitney National Bank v. Bank of New Orleans and Trust Co., 379 U.S. 411, 85 S.Ct. 551, 13 L.Ed.2d 386.

The plaintiffs argue that the trial court should have stayed the Comptroller of the Currency’s decision regarding the proposed acquisition of CNB, and then directed the parties to submit the Bank Holding Company Act issue to the Board. See American Bank of Tulsa v. Smith, 503 F.2d 784 (10th Cir.). This relief was not sought in the plaintiffs’ amended complaint, and consequently that issue was not before the trial court. We decline to consider the issue so raised on appeal. The trial court properly dismissed the plaintiffs’ claim regarding the Bank Holding Company Act.

The plaintiffs' third claim is that Mr. Rainbolt's acquisition 0f CNB was anticompetit¡ve and in violation of sections 7 and 16 of tbe clayton Act; 15 U.S.C. §§ 18, 26. The trial court dismissed this claim for lack of standing.

In Reibert v. Atlantic Richfield Co., 471 F.2d 727, 731 (10th Cir.), we stated a standing test for antitrust cases:

«This prerequisite boils down to corn-plainant proving that the antitrust violations are the proximate cause of his injury. Two elements are necessary to demonstrate proximate cause: (1) there is a causal connection between an antitrust violation and an inj'ury sufficient to establish the violation as a substantial factor in the occurrence of damage; and (2) that the illegal act is linked to a plaintiff engaged in activities intended to be protected by the antitrust laws.”

This test applies to actions arising under both section 4 and section 16 of the Clayton Act. Reibert v. Atlantic Richfield Co., 471 F.2d at 731 (10th Cir.).

In applying this test to Mr. Holton, the current Chairman of the Board of Directors of CNB, the trial court held that any injury to Mm was only incidentaL We agree. The injuries which he alleges in-dude his potential ouster from the chair_ manship of the Board of Directors, the diminution in value of his minority stock holdings and a reduction in his abilit to borrow funds. ffis ouster ig not a result of anticompetitive act, it is the consequence of his loss of majority control. While Mr.

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Bluebook (online)
720 F.2d 1183, Counsel Stack Legal Research, https://law.counselstack.com/opinion/central-national-bank-v-rainbolt-ca10-1983.