Southgate Bank v. State Banking Commissioner

Lesinski, C. J.

(dissenting). For the reason that I cannot subscribe to the interpretation placed *216by my colleague Judge McGregor on tbe language, found in section 39 of tbe Michigan financial institutions act, I am compelled to dissent. This section reads as follows:

“Any bank may amend its articles of incorporation in the manner set forth hereinafter in section 98 to provide for a change in the place where its operations are carried on to any other place within the State: Provided, That the bank in its new location shall meet the requirements of this act for the establishment of a bank in that location. When the bank has so amended its articles, the commission shall issue to the bank a certificate of change of location.” CL 1948, § 487.39 (Stat Ann 1957 Rev §23.767).

To sustain the trial court’s holding that change of location was not subject to the commissioner’s approval is to make meaningless the proviso that the bank in its new location shall meet the requirements of this act for the establishment of a bank in that location. To so hold would be to void the express legislative prohibition against establishment of additional banks when such would result in more than 1 bank, or branch bank to each 3,000 population in the city or township where such bank is proposed to be located. This prohibition is found in section 26 of the Michigan financial institutions act, being CL 1948, § 487.26 (Stat Ann 1957 Rev § 23.754), the very section which gives the commissioner authority to pass upon the responsibility and fitness of the applicants, the necessity for such bank, or likelihood of its successful operation.

Section 39 of the Michigan financial institutions act cannot be read standing alone. It must be read in the light of the entire act and the legislative intent expressed therein, and we are compelled to give every part of the act its logical meaning intended *217by tbe legislature. CLS 1961, §§ 8.3 and 8.3a (Stat Ann 1961 Rev §§2.212 and 2.212[J]) reads as follows :

“In the construction of the statutes of this State, the rules stated in sections 3a to 3w shall be observed, unless such construction would be inconsistent with the manifest intent of the legislature.
“3a. All words and phrases shall be construed and understood according to the common and approved usage of the language; but technical words and phrases, and such as may have acquired a peculiar and appropriate meaning in the law, shall be construed and understood according to such peculiar and appropriate meaning.”

In Attorney General, ex rel. Zacharias, v. Board of Education of City of Detroit (1908), 154 Mich 584, 589, we find:

“ ‘It is a cardinal rule of statutory construction that full effect shall be given to every part of the act under consideration. Every clause and every word is presumed to have some force and meaning.’ ”

The legislature by adoption of this act sought not only to register banks but to effectively regulate the conduct of the banking business in this State. The location, capitalization, and fitness of management has been property submitted to the supervision of the banking commissioner.

The requirement of the statute that to accomplish a change of location the bank, in its new location, shall meet the requirements of this act for the establishment of a bank in that location has meaning. Clearly one must comply with the requirements of CL 1948, § 487.98 (Stat Ann 1957 Rev § 23.851), CL 1948, § 487.40 (Stat Ann 1957 Rev § 23.771), and CL 1948, § 487.50 (Stat Ann 1957 Rev § 23.781)2 *218among others, and most certainly with CL 1948, § 487.26 (Stat Ann 1957 Rev § 23.754).

The argument advanced that the commissioner in the past has not required complete refiling in order to allow a bank to move from one nearby area to another within a given city does not adequately support the plaintiff bank’s position herein. The commissioner has authority to waive such presentations3 when he is satisfied from the information contained in his records and investigations made previously by his department.

Further, I cannot subscribe to the narrow interpretation placed by my colleague Judge McG-regor upon the duties of the commissioner in CL 1948, § 487.98, supra, namely to provide simple ministerial supervision to guarantee full compliance with the procedural requirements of the amendment of articles. This section, like the others of the act, must be read in the light of the entire act and its express purpose.

The real question before this Court is whether or not the commissioner abused his discretion in denying his approval to the changes sought by the plaintiff bank. As stated in Wyandotte Savings Bank v. State Banking Commissioner (1956), 347 Mich 33, 46:

“The duties of a public officer with respect to discretion imposed were well summarized by this Court in G. F. Redmond & Co. v. Michigan Securities Commission, 222 Mich 1, 5, wherein we held:
“ While the police power, inherent in the State, is incapable of being defined and subjected to limitations in the abstract, its exercise in any given direction, such as the regulation of trades, occupations and professions, is capable of definite expression, and must, if delegated to a commission or administrative board, define its purpose and the means of attainment thereof, and do this in language leav*219ing no wide administrative discretion, and no discretion at all of a legislative nature. The power to carry ont a legislative policy enacted into law under the police power may be delegated to an administrative board under quite general language, so long as the exact policy is clearly made apparent, and the administrative board may carry out in its action the policy declared and delegated, but it cannot assume it has been vested with power beyond expressed legislative delegation, and must ever seek its way in the light shed by the legislative mandate. This marks the line between arbitrary offieiousness and the exercise of delegated power to carry out a designated policy under the police power.’ ”

The question of denial of the application for change of name is no longer a problem as the defendant commissioner stated on the stand that he had no objection to the change of name.

The trial court in reviewing the action of the defendant commissioner regarding his disapproval of the increase in capital stock found his action to be unreasonable on the preponderance of the evidence. The findings of the trial court must be sanctioned by our Court on this point, as this Court in reviewing the record made below is not convinced that such findings are clearly erroneous. GCR 1963, 517.1.

The trial court erred in dismissing as unnecessary the approval of the defendant commissioner for change of location and thus ignoring the need for fulfillment of the requirements of CL 1948, § 487.26, supra.

This cause should be remanded to the trial court for determination of the question of whether or not the banking commissioner abused his discretion in passing upon the sufficiency of plaintiff bank’s application to accomplish the move to a new location.

No costs, public question involved.

CL 1948, § 487.50 (Stat Aim 1957 Bev § 23.781), lias been amended by PA 1965, No 21 (Stat Ann 1965 Cum Supp § 23.781).

See CL 1948, § 487.24 (Stat Ann 1957 Rev § 23.752).