Whitney National Bank in Jefferson Parish v. Bank of New Orleans & Trust Co.

379 U.S. 411, 85 S. Ct. 551, 13 L. Ed. 2d 386, 1965 U.S. LEXIS 2654
Supreme Court of the United States·Decided March 1, 1965·No. 26·Published·Cited by 327 cases

Opinions

Mr. Justice Clark

delivered the opinion of the Court.

This suit is a facet of the .complicated controversy between the Whitney National Bank of New Orleans (Whitney-New Orleans) and three of its state-chartered [413] banking competitors over the establishment by Whitney-New Orleans of a national bank (Whitney-Jefferson) in Jefferson Parish, Louisiana, which adjoins the Parish of Orleans. In order to avoid the restrictions of the national banking laws as to branch banking1 and still tap the banking market in Jefferson Parish, Whitney-New Orleans resorted to the organization of a bank holding company. After approval of the plan by the Federal Reserve Board on May 3, 1962, two of the respondent banks filed this declaratory judgment action on June 9,1962, seeking a declaration that the Comptroller of the Currency had no power to grant the necessary authority and praying in addition for injunctive relief restraining him from issuing a certificate of authority for the new bank.

Four days later two of the respondent banks petitioned the Board for reconsideration of its approval of the Whitney application. Their petition was denied, and on June 30, 1962, they sought judicial review of the Federal Reserve Board decision in the Court of Appeals for the Fifth Circuit.2 That suit is presently pending there awaiting our decision here.

Meanwhile, in this suit the United States District Court for the District of Columbia assumed jurisdiction and held on the merits that § 7. of the Bank Holding Company Act of 19563 reserved to the States final authority [414] to prohibit the opening of subsidiaries of bank holding companies within their borders and that Louisiana had adopted such a law (albeit subsequent to the approval of the plan involved here by the Federal Reserve Board)4 which prevented the Comptroller from issuing the certificate. . A permanent injunction was issued against the Comptroller restraining the1 issuance of the authority. 211 F. Supp. 576. On appeal the Court of Appeals upheld the jurisdiction of the District Court, rejecting the contention that the competitor banks lacked standing to sue. It related bank charters to semi-exclusive franchises conferring upon their holders a right to be free from the competition of a branch bank the operation of which was vio-lative of the Banking Act of 1933, 12 U. S. C. § 36 (1958 ed.). On the merits it concluded that the proposed Jefferson Parish bank would be but a branch of Whitney-New Orleans which was prohibited by the Act. ' It therefore found it unnecessary to pass upon the effect of Louisiana’s law prohibiting the opening or operation of subsidiaries by bank holding companies. 116 U. S. App. D. C. 285, 323 F. 2d 290. In view of the tangle in which the parties had thus involved themselves and the national banking laws as well, we granted certiorari. 376 U. S. 948. We have concluded that the District Court for the District, of Columbia had no jurisdiction to pass on the merits of the holding company proposal; that appropriate disposition of the controversy cannot be made without further consideration of the case by the Federal Reserve Board, where original exclusive jurisdiction rests; and that since the application for review of its decision is [415] now pending in the Court of Appeals for the Fifth Circuit, reasonable time should be allowed for .that court to act. We, therefore, reverse these judgments and order dismissal of the complaint. But issuance of our judgment is stayed for a period of 60 days in order to give the parties time to move in the Court of Appeals for the Fifth Circuit for an order remanding that case to the Federal Reserve Board; and, in the event of such a remand, to permit the Court of Appeals to issue such orders as will protect its jurisdiction pending final determination of the matter.

I.

The facts are undisputed. Whitney-New Orleans desired to extend its banking business into the expanding urban areas beyond the Parish of Orleans, its home base. It could not open branches beyond the parish line because Louisiana law, La. Rev. Stat. § 6:54 (1950), applicable to national banks, prohibited its operating a branch bank outside of its home parish. After discussions with the Deputy Comptroller of the Currency it was decided that the bank should establish a holding company (Whitney Holding Corporation) under federal law with a capital of $350,000 taken from the bank’s undivided profits and represented by 5,600 shares of stock of the holding company to be distributed to the bank’s shareholders. The holding company would then organize a new national bank, the Crescent City National Bank, with the $350,000 it had on hand. Whitney-New Orleans would then be merged into the Crescent City and the resulting bank would be known as Whitney-New Orleans. The new Whitney-New Orleans bank would declare a dividend of $650,000 from its undivided profits which would go to its owner, the holding company. The latter would then organize, with this $650;000, another national bank, Whitney-Jefferson, which, would be located in Jefferson Parish. The net result of the maneuver would be that [416] the original stockholders of the old Whitney-New Orleans ■would own the holding company which in turn would own and operate both banks, i. e., the new Whitney-New Orleans and Whitney-Jefferson.

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Whitney National Bank in Jefferson Parish v. Bank of New Orleans & Trust Co., 379 U.S. 411, 85 S. Ct. 551, 13 L. Ed. 2d 386, 1965 U.S. LEXIS 2654 (1965).

379 U.S. 411 (Whitney National Bank in Jefferson Parish v. Bank of New Orleans & Trust Co.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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