Laurentian Capital Corp. v. State, Department of Insurance & Finance

Court of Appeals of Oregon

Laurentian Capital Corp. v. State, Department of Insurance & Finance

877 P.2d 1212, 129 Or. App. 92, 1994 Ore. App. LEXIS 992

CourtCourt of Appeals of Oregon

DecidedJuly 6, 1994

Docket90-05-037; CA A69025

StatusPublished

This text of 877 P.2d 1212 (Laurentian Capital Corp. v. State, Department of Insurance & Finance) is published on Counsel Stack Legal Research, covering Court of Appeals of Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Laurentian Capital Corp. v. State, Department of Insurance & Finance, 877 P.2d 1212, 129 Or. App. 92, 1994 Ore. App. LEXIS 992 (Or. Ct. App. 1994).

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Opinion

HASELTON, J.

The Department of Insurance and Finance (DIF)¹ has moved for reconsideration, asserting that our opinion mischaracterized the scope of its Cease and Desist Order and disputing our statement that DIF offered “inconsistent readings” of that order before this court. We grant reconsideration to clarify our opinion in these respects and adhere to our opinion as modified.

DIF’s Cease and Desist Order is ambiguous. Although the Final Order clearly referred to Laurentian’s proxy solicitation as evidence of its “reneging,” justifying DIF’s withdrawal of its 1987 Order of Approval, the Final Order also acknowledged that Laurentian’s proxy solicitation “constitutes neither a violation of the 1987 Order of Approval nor an acquisition.” Moreover, the Cease and Desist Order itself does not refer to proxy solicitation. Thus, we cannot tell whether Laurentian’s proxy solicitation activities were merely the catalyst for DIF’s actions or are themselves controlled by the terms of the Cease and Desist Order.

DIF’s arguments to this court, although not necessarily inconsistent, presented varying characterizations of the Cease and Desist Order. In addition to those statements quoted in our original opinion, we note further remarks by counsel at oral argument:

“Lastly, I just want to clarify that I think one of the assignments petitioner has made is that it isn’t clear what they need to do. And, again, I just want to emphasize that I think it is clear that what Laurentian needs to do at this point is that it must seek DIF approval of all further acquisitions of stock notwithstanding the 1987 order of approval up to 50 [percent], and in addition, it must gain a 2/3 shareholder approval under ORS 732.545.”

We do not regard those statements as embodying a waiver or concession that the Cease and Desist Order does not pertain to proxy solicitation activities. See ORAP 6.15(4). We do, however, view them as supporting our view [95]*95that DIF’s order is reasonably susceptible to varying interpretations and must, therefore, be made more specific. ORS 731.252(1).

Reconsideration allowed; opinion modified and adhered to as modified.

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HASELTON, J.

The Department of Insurance and Finance (DIF)¹ has moved for reconsideration, asserting that our opinion mischaracterized the scope of its Cease and Desist Order and disputing our statement that DIF offered “inconsistent readings” of that order before this court. We grant reconsideration to clarify our opinion in these respects and adhere to our opinion as modified.

DIF’s Cease and Desist Order is ambiguous. Although the Final Order clearly referred to Laurentian’s proxy solicitation as evidence of its “reneging,” justifying DIF’s withdrawal of its 1987 Order of Approval, the Final Order also acknowledged that Laurentian’s proxy solicitation “constitutes neither a violation of the 1987 Order of Approval nor an acquisition.” Moreover, the Cease and Desist Order itself does not refer to proxy solicitation. Thus, we cannot tell whether Laurentian’s proxy solicitation activities were merely the catalyst for DIF’s actions or are themselves controlled by the terms of the Cease and Desist Order.

DIF’s arguments to this court, although not necessarily inconsistent, presented varying characterizations of the Cease and Desist Order. In addition to those statements quoted in our original opinion, we note further remarks by counsel at oral argument:

“Lastly, I just want to clarify that I think one of the assignments petitioner has made is that it isn’t clear what they need to do. And, again, I just want to emphasize that I think it is clear that what Laurentian needs to do at this point is that it must seek DIF approval of all further acquisitions of stock notwithstanding the 1987 order of approval up to 50 [percent], and in addition, it must gain a 2/3 shareholder approval under ORS 732.545.”

We do not regard those statements as embodying a waiver or concession that the Cease and Desist Order does not pertain to proxy solicitation activities. See ORAP 6.15(4). We do, however, view them as supporting our view [95]*95that DIF’s order is reasonably susceptible to varying interpretations and must, therefore, be made more specific. ORS 731.252(1).

Reconsideration allowed; opinion modified and adhered to as modified.

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877 P.2d 1212, 129 Or. App. 92, 1994 Ore. App. LEXIS 992, Counsel Stack Legal Research, https://law.counselstack.com/opinion/laurentian-capital-corp-v-state-department-of-insurance-finance-orctapp-1994.

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