Wyoming Trust & Management Co. v. Bonham

694 P.2d 106, 1985 Wyo. LEXIS 430
CourtWyoming Supreme Court
DecidedJanuary 24, 1985
DocketNo. 84-73
StatusPublished

This text of 694 P.2d 106 (Wyoming Trust & Management Co. v. Bonham) is published on Counsel Stack Legal Research, covering Wyoming Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wyoming Trust & Management Co. v. Bonham, 694 P.2d 106, 1985 Wyo. LEXIS 430 (Wyo. 1985).

Opinion

BROWN, Justice.

This appeal involves the question of whether trust companies have the authority to open a branch office in Wyoming. Appellant Wyoming Trust and Management Company sought a declaratory judgment in the First Judicial District to interpret the Trust Company Act (§ 13-5-101 et seq., W.S.1977, of the Banking Act). Appellant sought declaratory relief after being denied permission to open a branch office by appellee State Examiner Dwight Bonham. This decision was affirmed by the district court.

We will affirm.

Appellant raises the following issues on appeal:

“Issue No. 1: Do the provisions of W.S. 13-5-101(a) and W.S. 13-5-110 (1977), which statutes grant certain powers and rights to trust companies, include the authority to open a branch office?
“Issue No. 2: Do the provisions of W.S. 13-5-104 (1977) or any other provision of the Trust Company Act, i.e. 13-5-101, et seq., require that a trust company conduct its business in only one community or otherwise preclude a trust company from opening a branch office elsewhere within the boundaries of the State of Wyoming?”

State Examiner Bonham denied appellant’s petition believing he had no statutory authority to permit a trust company to [107]*107branch. The trial court found that the present Wyoming statutes do not permit a trust company to open a branch office. The court specifically found that if a trust company were allowed to branch, then the locality impact analysis required before a financial institution can be opened under §§ 13-2-211 and 13-2-212, W.S.1977, would be circumvented:

“Examining all of these statutes [§§ 13-5-104, 13-2-211, 13-2-212, W.S.1977] in pari materia, as we must do, it seems very evident that if plaintiffs were entitled, as they claim, to open branch offices in any other city or town in the state, having once been chartered for a particular community, and as a matter of right are entitled to do so without complying with the provisions set forth above relating to the ascertainment of public need and convenience in the community where the proposed branch might be established, the legislative intent for protection of the public good would have been entirely avoided. It seems abundantly clear that the legislative intent is to require a separate charter for a financial institution in each community in which it may desire to operate, and compliance with all of the foregoing statutory provisions which require findings of community interest for the particular community where the financial institution is to be established.
“In the instant case, the plaintiff was chartered to provide a trust company service in the community of Gillette, in Campbell County, Wyoming. Plaintiff now seeks to open a branch office, without complying with the application procedures and chartering procedures a second time, in the city of Casper in Natro-na County, and perhaps in other communities in the state. The legislature has said that before granting a charter, the bank examiner must first make an investigation and examination of ‘the need in the community,’ ‘the adequacy of existing financial facilities,’ and the effect that the proposed institution would have upon existing financial institutions in the community; and the ability of the community to support the proposed institution, including existing competition, the economic history of the community,’ etc. Plaintiff would say that the state examiner has no right to make such an examination and investigation and approve or disapprove the granting of a charter in Casper, Wyoming, to this plaintiff, since this plaintiff has already had a charter granted to it to operate as a trust company in Gillette, Wyoming.”

I

It is generally held that there is no right for a bank to open branch banks in the absence of express statutory authorization. 10 Am.Jur.2d, Banks, § 324, p. 287 (1963). Such is an example of the so-phrased “silent prohibition” rule which articulates that since financial institutions are so closely regulated, they may not exercise any powers which are not expressly authorized by statute. Farmers and Mechanics Savings Bank of Minneapolis v. Department of Commerce, Security Division, 258 Minn. 99, 102 N.W.2d 827 (1960). See also 10 Am.Jur.2d, Banks, § 270, pp. 240-241 (1963).

Appellant concedes there is no direct express statutory authorization for a trust company to branch, but argues that certain provisions of the Trust Company Act authorize such branching by reference to other provisions. Specifically, appellant contends the general corporate powers granted trust companies under § 13-5-101(a), W.S.1977, and the reference made in § 13-5-110(a), W.S.1977, make trust companies subject to laws governing savings and loan associations which allow branch offices. However, a careful analysis of the legislative history of Wyoming branching laws indicates that such is not the case.

Chapter 5 of Title 13 governing trust companies has its legislative origins in Chapter 157 of the 1925 Wyoming Session Laws. This was the earliest law regulating financial institutions. The language used [108]*108in that act required that the certificate of articles of incorporation specifically state: “The place where [the financial institution’s] office shall be located * * *.” (Emphasis added.) This language was interpreted by District Judge John F. Raper in the case of Jackson State Bank v. Bonham, No. 73-545, Laramie County (1974), as prohibiting branch banking. In that case the court construed the statute to prohibit branch banking. The same statute regulates banks and trust companies.

It is important to note that the Wyoming Attorney General follows this interpretation evidenced by several opinions holding that banks have no authority to branch:

“ * * * [A] corporation organized to conduct a banking business in the State of Wyoming cannot operate at more than one location nor organize more than one bank under the same charter.” Op.Wyo. Att’y Gen., pp. 165-166 (1930).

The above position was followed in subsequent opinions: 6 Op.Wyo.Att’y Gen. 159-160 (1963); and 31 Op.Wyo.Att’y Gen. 89 (1965). The State Examiner’s office has also been in accord with the above interpretation and the legislature has not seen fit to change it, expressly voting down any attempt to legislate branch banking.

“Administrative interpretation of a state and opinions of the Attorney General are entitled to weight when the legislature has failed over a long period of time to make any change in the statute. Such failure is some indication of an acquiescence by the legislature to administrative interpretation and to the opinion of the Attorney General. [Citation.] * * * ” Public Service Commission v. Formal Complaint of WWZ Company, Wyo., 641 P.2d 183 (1982).

The present act regulating trust companies (§ 13-5-101 et seq., W.S.1977) retains the single “place” of business language, § 13-5-102(b) referring to the articles of incorporation requirements in § 13-2-202. The legislature did not change the language and it appears the intent is to keep the effect of such single place of business limitation the same.

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Related

Matter of Adoption of Voss
550 P.2d 481 (Wyoming Supreme Court, 1976)
Public Service Commission v. Formal Complaint of WWZ Co.
641 P.2d 183 (Wyoming Supreme Court, 1982)
Brittain v. Booth
601 P.2d 532 (Wyoming Supreme Court, 1979)
Farmers & Mechanics Savings Bank of Minneapolis v. Dept. of Commerce
102 N.W.2d 827 (Supreme Court of Minnesota, 1960)

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Bluebook (online)
694 P.2d 106, 1985 Wyo. LEXIS 430, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wyoming-trust-management-co-v-bonham-wyo-1985.