(dissenting) .
I think the judgment should be affirmed. Eastman, Dillon & Co. are “Underwriters, Distributors, Dealers and Brokers in Industrial, Railroad, Public Utility and Municipal Securities.” It seems to me a paradox to say that these underwriters are not primarily engaged in underwriting: are they, then, only incidentally engaged in underwriting? Everyone agrees that underwriting is one of the Eastman firm’s primary businesses and brokerage another. I think it is equally true that they are “primarily engaged” in each, and not merely in both, of these businesses.
I think Congress used the word “primarily” in a sense which includes “essentially” or “fundamentally” and is not limited to “chiefly” or “principally.”1 These are all recognized senses of the word. The Oxford Dictionary includes “essentially”, Webster’s New International Dictionary includes “fundamentally”, and Funk & ’Wagnalls’ Standard Dictionary includes both “essentially” and “fundamentally”, among the meanings of “primarily”.
The court argues that we should not impute obscure meanings of ordinary words to Congress. Highly obscure and even wholly unheard-of meanings of ordinary words have sometimes been imputed to Congress in order to avoid a result which Congress did not intend. Thus in Holy Trinity Church v. United States2 the Supreme Court, in order to shield a church from criminal liability, held that a clergyman does not perform any “labor or service”. But there is nothing obscure or unusual about a meaning which is recognized, without the slightest suggestion of rarity or obsolescence, by most of the leading dictionaries. Unusual meanings of ordinary words, when they are recognized at all by these dictionaries, are marked “rare”.3 Meanings *796which are recognized without qualification, are ordinary meanings. By ruling that “primarily” has no ordinary meaning except chiefly or principally, this court overrules the editors of Webster’s, the Standard, and the Oxford dictionaries on a question of fact in their field. I think the court errs in deciding that meanings which three leading dictionaries regard as ordinary are in fact so rare that they cannot have been intended by Congress. The contradiction is not reduced by the court’s suggestion that the words “essentially” and “fundamentally” add nothing to the sense of the definitions in which they occur.4 A dictionary is not a book of synonyms. It purports to give meanings of terms, not to furnish alternative terms by which a given meaning may be expressed. “Essentially” and “fundamentally” mean what they say.
Choice between dictionary meanings is a normal process of statutory construction. It does not consist in deciding which meaning is the more usual. Its normal purpose and result are to give effect, as the Board did, to the probable intention of the legislature. This court’s choice of a meaning for “primarily” is extraordinary 'in that its result is to defeat the intention of the legislature. It deprives § .32 of rational basis and of practical effect.
It is not disputed that what Congress aimed at in § 32 was the likelihood that if a bank director is interested, in the degree which Congress undertook to define as critical, in underwriting, the director may. influence the bank or its customers to buy securities. This is made clear by the section itself.5 In determining what interest in underwriting Congress undertook to define as critical, the question what interest might reasonably be thought critical is of great importance. Congress might reasonably think that if the director’s employer is essentially engaged in underwriting, the director may be tempted to sell securities to the bank or its customers. Congress could not reasonably think that although the employer is so engaged, the fact that he is even more largely engaged in the related business of brokerage removes the temptation. The Board’s interpretation attributes the rational theory, and this court’s interpretation the irrational one, to Congress.
The Board says, and its statement is not disputed, that restricting the application of § 32 to firms whose underwriting business is first in volume would make this section “apply to no one”. The court does not suggest that this result, which is no result at all, is the one which Congress intended. If the court’s position is correct, the Act of Congress requires us to defeat the purpose of Congress. This seems to me another paradox.
The court argues that if Congress meant essentially it could have said essentially. It is equally true that if Congress meant principally it could have said principally. And the court overlooks the fact that in a different section of the same Act, and with regard to engaging in exactly the same group of activities, Congress did say principally. The “affiliate” section of the Act provides that a bank shall not, through control of stock or of directors, control an organization “engaged principally in the issue, flotation, underwriting, public sale, or distribution at wholesale or retail or through syndicate participation of stocks, bonds, debentures, notes, or other securities.” 6 But § 32, which defines the degree of engagement in the underwriting business that disqualifies a man as a bank director, rejects the phrase “engaged principally” which had been used in the affiliate section and uses instead the phrase “primarily engaged.” It is reasonable and conventional to suppose that Congress made this change with a purpose. If so, Congress did not intend that “primarily engaged” should be interpreted as meaning “principally engaged.” 7
*797From the fact that Congress made a "majority” of one sort critical in sections 8 of the Act where it used the word “majority,” the court infers that Congress meant to make a majority of another sort critical in § 32 where it did not use the word. To me the opposite inference, if either, would seem to be suggested. But the contexts are so different that no inference is suggested. They are so different that the court’s argument comes to this; by recognizing that majorities of votes control corporations, Congress implied that a man’s qualification to serve as a bank director should turn upon a majority of the business activity in which he is engaged. The sections on which the court relies concern affiliates of banks. The purpose of Congress, in those sections, was to prevent banks from controlling underwriting corporations. Since control of a corporation depends upon control of a majority of directors, or ownership or control of a majority of voting shares or of shares voted, Congress made such majority control the measure of prohibited affiliation. In respect to the control of a corporation, 51 per cent of directors or of voting stock is a wholly different matter from 49 per cent. But in § 32 Congress did not aim at control, either of underwriters by banks or of banks by underwriters; 9 and even if Congress had aimed at control, the question whether underwriting was or was not a majority of a firm’s business would still have been irrelevant to its purpose. Section 32 is aimed only at the likelihood that a bank director who is interested in the underwriting business may exert influence upon his bank or its customers in favor of that business. .The likelihood that he will do this does not depend in any degree upon the question whether the underwriting business is 51 per cent or 49 per cent of the business in which he is interested. The fact that Congress expressly treated a majority of voting power as critical where it makes sense to do so has no tendency to show that Congress meant to treat a majority of business activity as critical where it would not make sense to do so.
The Board interpreted “primarily” as meaning “essentially” or the like. This interpretation is in accordance with the Board’s rulings in other cases10 and carries with it, as settled administrative practice always does, a strong presumption of correctness. If Congress intended to forbid this interpretation the Board made a mistake of law.11 But it seems to me clear that this is not the case. Accordingly I do not undertake to say whether the record would support a finding that the Eastman firm are principally engaged in underwriting.12
Since tlie meaning which words convey necessarily varies with their context, interpretations of the words “primarily engaged” in other statutes are only slight evidence of their meaning here. For example, it is a far cry from the premise that the International Paper Go. is “only incidentally a holding company” and is “primarily engaged” in the paper business, within the meaning of the Public Utility Holding Company Act, to the conclusion that the Eastman firm of underwriters is only incidentally and not primarily engaged in the underwriting business within the meaning of the Act before us.
143 U.S. 457, 12 S.Ct. 511, 36 L.Ed. 226.
The following quotations illustrate the way in which these dictionaries distinguish between ordinary and unusual meanings of ordinary words.
“Casual * * * 1. Happening or coming to pass without design, and without being foreseen or expected. * * * 5. * * * Acting at random; undependable. Rare.” Webster’s New Interna-tionable Dictionary.
“Pleasant * * * 1. Giving or promoting pleasure * * * 2. Conducive to merriment or laughter; gay; lively; also (rarely), witty or facetious ® * * 3. [Rare.] Excited with drink; alcoholically good-tempered.” Funk & Wag-nalls’ New Standard Dictionary.
“Salt * * * 1. Impregnated with or containing salt; hence, having a taste like that of salt; saline * * * 5. Of speech, wit, etc.: Pungent, stinging. Now rare.” Oxford Dictionary.
The court’s language is that essential and fundamental “are not synonyms of ‘primary’, and they overlap in meaning only when the implication of ‘fundamental’ or ‘essential’ is ‘first’ or ‘principal’ ”. This amounts to saying that “essential” and “fundamental”' never “overlap in meaning” with “primary”; for the implication of “fundamental” or “essential” is never “first” or “principal”. The two pairs of words convey wholly different ideas. The dictionaries include neither of the second pair in definitions of the first pair, and neither of the first pair in definitions of the second.
The section authorizes the Board to make regulations which permit men within the described class to serve as directors of a bank “when in the judgment of the said Board it would not unduly influence the investment policies of such member bank or the advice it gives its customers regarding investments.”
48 Stat. 188, § 20, 12 U.S.C.A. § 377.
The opinion of the court points out that in § 21 of the Act, in prohibiting *797■underwriters from being engaged in banking, Congress used the phrase “engage * * * to any extent whatever.” As the court points out, this makes Jt quite clear that when Congress, in § 32, prohibited bank directors from being “primarily engaged” in underwriting, Congress did not mean “engaged to any extent whatever.” But no one contends that Congress meant that.
48 Stat. 162, 188, §§ 2 (b) (1), 20, 12 U.S.C.A. §§ 221a (b) (1), 377.
The section makes no distinction between one director, who has no control, and a majority of directors.
If underwriting were 100 per cent of the business of a firm, that fact would give its employee no more control of a bank of which he was a director than he would have if underwriting were a trifling and nsn-essential part of the firm’s business, but it would subject him to more temptation to exert his influence in favor of his employer’s underwriting operations. Accordingly § 32 is, as all agree, so drawn that the employee is disquali-fled to serve as a bank director in the first case but not in the second.
27 Federal Reserve Bulletin 399 (1941).
If Congress did not intend to forbid that interpretation, it is immaterial whether Congress intended to require it or only to permit it. “Congress may have intended the agency to determine the ‘sub-principle’ within the statutory framework. Tlie vital factor is the intention of Congress, not the generality of the administrative application.” Stern, Review of Findings of Administrators, Judges and Juries, 58 Harv.L.Rcv. 70, 107.
They put “Underwriters” first in their advertising, and they get all the underwriting business they can. This suggests primacy of interest and effort, which promote sales. For all that appears, they may get a larger net income from underwriting than from brokerage. A man may be principally engaged in the practice of law even if his transactions on the stock exchange are more numerous and more profitable, and employ more capital, than his legal transactions.