Meyer v. Angoff

898 S.W.2d 625, 1995 Mo. App. LEXIS 434, 1995 WL 103753
CourtMissouri Court of Appeals
DecidedMarch 14, 1995
DocketNo. WD 49929
StatusPublished
Cited by1 cases

This text of 898 S.W.2d 625 (Meyer v. Angoff) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Meyer v. Angoff, 898 S.W.2d 625, 1995 Mo. App. LEXIS 434, 1995 WL 103753 (Mo. Ct. App. 1995).

Opinion

FENNER, Chief Judge.

This is an appeal from the order of the Circuit Court of Cole County which affirmed the order of the Missouri Director of Insurance approving a corporate reorganization of Modern American Life Insurance Company. Appellants also appeal the circuit court’s order granting Modern American’s motion for partial dismissal.

Modern American is a life insurance company organized and existing under the laws of the State of Missouri and is a wholly-owned subsidiary of I.C.H. Corporation, a Delaware Corporation. The appellants are Missouri residents who are holders of “charter contracts” which were issued during the 1960’s by various insurance companies which were ultimately merged into or acquired by Modern American. In addition to the life insurance policies, the charter contracts were issued with “Certificates of Participation”1 which stated that the holders of the certificates would share in a specified fixed percentage of the annual profits of the issuing company.

In May 1993, approximately 6,000 of the charter contract owners brought suit against Modern American seeking the enforcement of their contractual right to receive a portion of Modern American’s earned surplus as referenced in the Certificates of Participation, as well as damages for past dividend shortages. This suit (hereinafter referred to as the Castle2 litigation) is presently pending before the Circuit Court of Jackson County.

In June 1993, Modern American filed a petition with the Missouri Department of Insurance seeking regulatory approval of a [627]*627proposed plan of corporate reorganization.3 Specifically, Modern American sought approval for the transfer of its wholly-owned subsidiary, Philadelphia American Life Insurance Company, as well as the exchange of all of its shares in its wholly-owned subsidiary, Southwestern Life Insurance Company, for all of the shares of Life Interests Corporation (a Delaware business corporation with no assets). Modern American also sought approval for the transfer of all of the shares of Life Interests Corporation to I.C.H. Corporation, and for certain reinsurance agreements and other transactions.

On June 11, 1993, the appellants applied for leave to intervene in the Department’s proceeding claiming that approval of the proposed corporate reorganization would unfairly prejudice their interests in Modern American’s earnings. Appellants also claimed that approval of the reorganization plan would effectively render Modern American judgment-proof. Their application was granted by the Hearing Officer and, in August 1993, the Department held a public hearing at which both Modern American and the appellants appeared by counsel and presented witnesses.

In September 1993, the Director issued an order approving Modern American’s petition for reorganization. An amended order was entered in October 1993. Appellants filed a petition for rehearing which was denied. On October 13, 1993, the appellants appealed to the Circuit Court of Cole County seeking a trial de novo with regard to the portions of the reorganization plan which were approved pursuant to Chapter 382 of the Missouri Insurance Laws. Modern American filed a motion for partial dismissal claiming that the appellants were not entitled to de novo review because they lacked standing and were not “aggrieved” by the Chapter 382 transactions. The circuit court granted Modern American’s motion for partial dismissal holding that the trial de novo procedure contemplated under section 382.300 was inapplicable and that review of the approvals, including the Chapter 382 transactions, would proceed under the provisions of the Missouri Administrative Procedure Act.4 The order of the Director was subsequently affirmed. This appeal followed.

In their first point, appellants contend that the circuit court erred in granting Modern American’s motion for partial dismissal with regard to appellants’ request for de novo review of the reorganization transactions which were approved under Chapter 382. Appellants claim they are entitled to de novo review of those transactions under section 382.300, RSMo 1986. Modern American contends, however, that this statute applies only to insurance holding companies.

“The primary object of statutory interpretation is to ascertain the legislature’s intent from the statute’s language and to give it effect.” Place v. P.M. Place Stores Co., 857 S.W.2d 291, 292 (Mo.App.1993). The statute’s words are given their plain and ordinary meaning. Id. “The legislature is presumed to have intended what the statute says, and if the language used is clear and unambiguous[,] there is no room for construction.” State ex rel. Clark v. Long, 870 S.W.2d 932, 936 (Mo.App.1994).

Section 382.300.1 provides that:

Any person aggrieved by any act, determination, rule, regulation, order or any other action of the director pursuant to sections 382.010 to 382.300 may appeal therefrom to the circuit court for Cole County. The court shall conduct its review without a jury and by trial de novo, but if all parties, including the director, so stipulate, the review shall be confined to the record. Portions of the records may be introduced by stipulation into evidence in a trial de novo as to those parties so stipulating.

The statute specifically states that de novo review is available to any person aggrieved by an order or action of the Director pursuant to sections 382.010 to 382.300. The language of section 382.300.1 is plain and unam[628]*628biguous. The term “person” is defined in section 382.010(6) as:

An individual, corporation, partnership, association, joint stock company, business trust, unincorporated organization, or any similar entity, or any combination of the foregoing acting in concert, but is not any securities broker performing no more than the usual and customary broker’s function.

Considering the plain language of the statute, the appellants are clearly “persons” as defined in section 382.010(6).

In order to be entitled to de novo review, the appellants must also demonstrate that they were “aggrieved” by the order of the Director. Chapter 382 does not define “aggrieved” and neither party has cited any authority which defines this term within the meaning of section 382.300. Nor has this court located any. Black’s Law Dictionary 65 (6th ed. 1990) defines an “aggrieved party” as “[o]ne whose legal right is invaded by an act complained of, or whose pecuniary interest is directly affected by a decree or judgment.” The term has also been construed in other contexts. In City of Eureka v. Litz, 658 S.W.2d 519, 522 (Mo.App.1983), the issue before the court was whether the plaintiffs were entitled to judicial review of an administrative decision under section 536.100 which permits review for persons “aggrieved” by a decision in a contested case. In that case, the court construed “aggrieved” to mean “a specific and legally cognizable interest in the subject matter of the administrative decision and that the decision will have a direct and substantial impact on that interest.” Id. In Shelter Mut. Ins. Co. v. Briggs,

Free access — add to your briefcase to read the full text and ask questions with AI

Related

David L. Evans v. Panera, LLC
447 S.W.3d 207 (Missouri Court of Appeals, 2014)

Cite This Page — Counsel Stack

Bluebook (online)
898 S.W.2d 625, 1995 Mo. App. LEXIS 434, 1995 WL 103753, Counsel Stack Legal Research, https://law.counselstack.com/opinion/meyer-v-angoff-moctapp-1995.