Citicorp Financial Services Corp. v. Adams

674 S.W.2d 705, 1984 Tenn. LEXIS 825
CourtTennessee Supreme Court
DecidedJuly 16, 1984
StatusPublished
Cited by3 cases

This text of 674 S.W.2d 705 (Citicorp Financial Services Corp. v. Adams) is published on Counsel Stack Legal Research, covering Tennessee Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Citicorp Financial Services Corp. v. Adams, 674 S.W.2d 705, 1984 Tenn. LEXIS 825 (Tenn. 1984).

Opinion

OPINION

HARBISON, Justice.

Appellant filed this action for declaratory judgment, attacking the constitutionality of Tennessee Public Acts 1984, Chapter 513. The Chancellor upheld the statute. Several questions were raised in the trial court, but only three issues have been presented on appeal, two of them under the state constitution and one under the Constitution of the United States.

After careful consideration, we are of the opinion that the judgment of the Chancellor was correct, and it is accordingly affirmed.

Appellant is a subsidiary of a Missouri corporation which in turn is a subsidiary of a New York bank holding company. Appellant was chartered in July 1983 as an industrial loan and thrift company. Pursuant to provisions of Tennessee Public Acts 1983, Chapter 274, appellant was permitted to convert to an industrial bank. Shortly after it had done so, the legislation in question, Tennessee Public Acts 1984, Chapter 513, was enacted. It has the effect of repealing certain portions of the 1983 legislation and of no longer permitting industrial banks to operate in this state. Under the 1984 statute, existing industrial banks are required to convert to industrial investment companies or to liquidate; no new industrial banks are permitted to be created, nor are industrial loan and thrift companies or industrial investment companies permitted in the future to convert to industrial banks.

[707]*707Appellant has made no challenge to the underlying 1983 legislation. Likewise, it concedes the authority of the General Assembly to prohibit the operation of industrial banks within the state. Its challenges to the 1984 statute, however, are based upon the form and method by which the General Assembly undertook to exercise that authority.

There is no dispute concerning the material facts. For practical purposes, they were conceded in the pleadings. In order to place the issues in context, however, some discussion of the 1983 legislation and the factual background is appropriate.

I. Factual Background

Industrial loan and thrift companies have operated in Tennessee for many years. They were first regulated by statute in 1951. The controlling statutes were substantially rewritten in 1979 and were further revised in 1983. They are now contained in T.C.A. §§ 45-5-101 through 45-5-611.

Prior to the 1983 statute there was little provision for supervision of the financial soundness of such companies, nor was government insurance available for certificates issued by these institutions.

In 1982, federal legislation made available insurance by the Federal Deposit Insurance Corporation to industrial banks and similar institutions if they operated under state laws requiring examination, supervision and liquidation comparable to those applicable to state banks. Pub.L. 97-320, § 703, 96 Stat. 1538-1539.

Tennessee Public Acts 1983, Chapter 274 was enacted in response to this federal legislation. The state statute was also influenced and affected by the reorganization and threatened bankruptcy of a large industrial loan and thrift company in East Tennessee.

The 1983 statute provided for the creation and regulation of three categories of financial institutions: industrial loan and thrift companies, industrial investment companies, and industrial banks. The first of these were not authorized to issue certificates to investors. Industrial investment companies were permitted to issue uninsured investment certificates. However, these were subject to the Tennessee securities statutes, and the companies were required to be examined, supervised and liquidated in the same manner as state banks. Industrial banks were authorized to issue thrift certificates. They were to be regulated as industrial loan and thrift companies, but subject to examination, supervision and liquidation as state banks. Their certificates were not subject to the state securities regulations but were eligible for federal deposit insurance.

The 1983 legislation authorized existing industrial loan and thrift companies to convert to industrial banks or to industrial investment companies under specified conditions. See T.C.A. § 45-5-608.

In addition, the legislation contained provisions, now codified at T.C.A. § 45-5-609, permitting any industrial loan and thrift company which had in fact converted into an industrial bank to then merge into a state bank under very limited and restricted criteria. These are specified in T.C.A. §§ 45-5-609(a)(l), (2), and (3).

These conditions for merger with a state bank required that the industrial loan and thrift company have been created prior to 1930, to have continuously had offices in four or more counties, to have been continuously registered with the State since the first enactment of statutes regulating the industrial loan and thrift industry, and to suffer impaired capital or otherwise be in unsound condition as evidenced by pending reorganization or similar proceedings.

It is obvious from the record, and is agreed by the parties, that these provisions dealt with the local financial crisis and a particular industrial loan and thrift company. As previously stated, however, there has been no challenge to the constitutionality of any of the provisions of the 1983 legislation.

It was pursuant to the 1983 legislation that appellant was first chartered as an industrial loan and thrift company and then converted to an industrial bank. The Ten[708]*708nessee institution which was the only company meeting the criteria of T.C.A. § 45-5-609(a) was Southern Industrial Banking Corporation, an existing industrial loan and thrift company. It also converted to an industrial bank and then merged into a state bank, in accordance with other provisions of T.C.A. § 45-5-609. This merger was accomplished by January, 1984, and thereafter Southern Industrial Banking Corporation ceased to exist. It was not in existence or operating at the time of the introduction into the General Assembly, in February 1984, of the legislation which was ultimately enacted as Tennessee Public Acts 1984, Chapter 513. The legislative debates indicate that these facts were known to the members of the General Assembly.

Except for any institution which might fall within T.C.A. § 45-5-609(a), the 1984 legislation had the effect of abolishing industrial banks in this state and prohibiting their operation. The General Assembly, however, apparently apprehensive that this action might have an adverse impact upon former holders of certificates in the now merged Southern Industrial Banking Corporation, attempted in the 1984 statute to carve out an exception for the benefit of that institution and its certificate holders. It purported to permit companies meeting the requirements of T.C.A. § 45-5-609

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674 S.W.2d 705, 1984 Tenn. LEXIS 825, Counsel Stack Legal Research, https://law.counselstack.com/opinion/citicorp-financial-services-corp-v-adams-tenn-1984.