Corstvet v. Bank of Deerfield

Fairchild, J.

(dissenting). I can agree with some of the conclusions reached in the decision, but cannot subscribe to the ultimate result. I find no fault with a portion of the following statement: “There can be no doubt that it was the purpose of the legislature by the enactment of the amendment of sec. 220.08 (15) and by the creation of sec. 220.07 (16) to facilitate the stabilization of banks in view of the extraordinary conditions which prevailed throughout the state;” but I do pot agree with the balance of the statement which reads : “That in spite of the use of the language of the closing sentences of secs. 220.07 (16) and 220.08 (15), it was not the intention of the legislature to make these sections applicable only to future deposits. Such a construction would not only defeat the legislative purpose but render those provisions of the statute almost useless.” My objection to the decision chiefly centers here. The law under consideration is not con*237sidered an emergency measure. It has none of the characteristics of such legislation. The wisdom of it may- have been suggested by conditions arising from the depression, but the law itself is not limited to any period of depression, nor was it passed to meet conditions peculiar to any crisis. It was not to affect immediate conditions, but was to be in force from and after its passage, and it is subject to the same rules of construction as any ordinary statute is. Analyzed with the usual rules of construction in mind, the use of the language in the closing sentence of sec. 220.07 (16) is serviceable, effective, and it means exactly what it says. It provided that the act was not to affect conditions immediately present. This, it seems to me, plainly appears from the use by the legislature of the words: "All deposits made in any state bank subsequent to the passage of this section shall be subject to the conditions thereofThe intent of the legislation is first to be sought in the language of the statute itself, which is to be given such reasonable construction as:will, if possible, make all parts harmonize with each other and render them consistent with its scope and object. If the intent is plainly expressed, it is to be followed without further inquiry. In 2 Lewis’ Sutherland, Statutory Construction, § 367, it is said:

“When the intention of the legislature is so apparent from the face of a statute that there can be no question as to the meaning, there is no room for construction. It is not allowable to interpret what has no need of interpretation. . . . There is no safer or better settled canon of interpretation than that when language is clear and unambiguous it must be held to mean what it plainly expresses.”

If the meaning of a statute is clear, whether it is wise or unwise, or if a better method may be suggested of reaching a particular situation, it can only be changed by the legislature. An amendment is not to be effected by judicial construction.

*238The advisability of permitting stabilization prior to insolvency proceedings occurred to the legislature, and they accordingly made provision therefor. The legislature followed a method that had been used by the 1927 legislature with relation to insolvent banks. There was no doubt about the meaning of the closing words of the statute relating to stabilization of banks in receivership passed in 1927, and now known as sec. 220.08 (15), Stats. Those words were taken from a similar provision enacted by the legislature of the state of Minnesota. The meaning of those words was considered by the supreme court of that state in Thorman v. State Bank of Waverly, 166 Minn. 433, 208 N. W. 185. It is there said:

“In view of this provision, we think it is plain that the act has no application in the case at bar. Plaintiff’s deposit was made more‘than a year before chapter 38 was enacted, and his rights and those of others similarly situated are not affected by its enactment. A holding to the contrary would not only disregard the plain language of section 2, but would also disregard the well-settled rule that a statute is not to be given a retroactive operation unless it appears by express command or by necessary and unavoidable implication that such was the legislative intention, and the further rule that, where a statute deprives an individual of a legal right he enjoyed when it was enacted, it should be construed to be prospective in its operation, unless a contrary construction is essential to give it effect, or its terms are so explicit as to preclude any other interpretation. Builders’ Limited Mut. Liability Ins. Co. v. Compensation Ins. Board, 151 Minn. 427, 186 N. W. 860.”

Banks are important institutions and considerable factors in the scheme of our economy, but the rights of the creditors of these institutions are also matters of great concern. Although the creditor’s debt may degenerate and become the subject of compromise in case of an insolvent bank, it cannot be ignored, much less so when dealing with a going insti*239tution. No justification for the wiping out of a right belonging to a depositor, provided for in his contract, and protected by the legislature in its enactment of sub. (16) of sec. 220.07, Stats., can be found in any theory based on the two laws being in pari materia. This is not sufficient to place sec. 220.07 (16) in such a light that it must mean the same thing as sec. 220.08 (15), and I disagree with the majority opinion in its holding that the legislature did not intend to have a distinction between the affairs of banks before the commissioner has taken charge of the institution, and of banks after such an act has taken place. Each of the two statutes relate to the subject of stabilization of banks, but the condition of insolvency or suspension provided for in sec. 220.08 (15), is not contained in sec. 220.07 (16), and certainly no valid authority can exist for holding that the legislature did not intend to give full meaning and effect to the words used in drafting sec. 220.07 (16), quoted above in italics. The law-making body excluded from the legislation moneys deposited prior to the enactment of that law.

The statutes treated in the majority opinion as being in pari materia are still two complete and independent acts. I am of the opinion that the meaning is so plainly expressed in each that there is no occasion for the court to resort to the doctrine of statutes in pari materia for the purpose of construction. It was said in State ex rel. Haswell v. Cram, 16 Wis. *343, *347:

“Now does the doctrine that statutes in pari materia are to be- taken together and construed', as one act, affect the question. It is a rule of construction, resorted to in cases of doubt, and is never applicable where the statute is plain -and unambiguous! Sedgwick on Statutory Law, 231, 247. The acts in question are of the latter character. No doubt arises upon the face of either, and it would seem to be a perversion of the rule to apply it for the purpose of defeating the will of the legislature so plainly expressed.”

*240The majority fail to give full importance to the differences in the law between regulations affecting the rights of a creditor of a going institution, and those of a claimant against an institution in the hands of a receiver. Sec. 220.07, Stats., treats with going concerns; sec. 220.08, Stats., treats with an insolvent institution, or what is its equivalent, a bank in the hands of the banking commission.

Since 1927, when a bank was in the hands of a receiver, a reorganization agreement entered into between the depositors and unsecured creditors and the bank or reorganizers could be approved by the commissioner of banking under certain conditions and restrictions, and made binding on all depositors if ninety per cent joined in the plan. That was the only system controlling in this respect until it was suggested that reorganization and stabilization be permitted before the commissioner had taken charge, and while the bank was still a going concern. In 1931-32, the legislature saw fit to provide a means whereby it would be possible to stabilize a bank without closing it, and permit it to continue to receive new deposits. This was accomplished by the passage of sec. 220.07 (16), Stats. That section provides a scheme under which the commission, in certain instances, and if satisfied that the interests of the creditors and the community at large will be better served by a stabilization and reorganization agreement than by closing the bank, may enter an order, serving it upon the bank, which provides that pending the submission and acceptances of such reorganization agreement, the then existing assets of such bank shall be segregated for the benefit of its then depositors and creditors. The costs of the stabilizing arrangement are to be charged against the bank. This legislation is a new extension into the field of banking regulation. It affected the terms on which deposits had been made, added a new burden to, and introduced a new condition in a contract. Because of this, the legislature, desiring to conform *241to the requirements of the constitution, expressly provided in sec. 220.07 (16), Stats., that “all deposits made in any state bank subsequent to the passage of this section shall be subject to the conditions thereof.” The money of this plaintiff was in the bank before the passage of that act and could not be affected by it. It would be logically and constitutionally excluded from the effects of that legislation, and the legislature, to make that plain, used the language in the statute quoted.

•Now to require the creditor to submit to that legislation, and to appeal to the banking review board, would amount to the taking from him of a right to collect moneys over which the stabilization agreement has no influence whatever. The banking commission has the duty to supervise banks. Solvent and going concerns are included, but one who stands in the position of an ordinary creditor of a going bank is not to be treated as limited by the legislation providing for review by the banking review board. There is good reason for holding that the legislature did not intend to preclude such a creditor from an appeal to the courts when his ordinary rights have been violated. It seems clear to me that the contract rights were fixed and determined when the deposit was made, and that these rights were not only not interfered with, but were protected by the legislation of 1931 — 32. The effect of the decision in this case is to permit the taking of private property for the benefit of others, and is a clear 'violation of the contract rights of the plaintiff. The legislature purposely and pointedly put words of exclusion at the end of the law. Those words appear in sub. (16) of sec. 220.07, Stats.

As to sub. (15) of sec. 220.08, Stats., the amendment changed the closing word of that section by substituting the word '‘hereof” for “thereof.” That was done to protect the then existing depositors against being required to submit to *242the eighty per cent rule which was brought into existence by that amendment. Until the amendment of sub. (15) of sec. 220.08, the consent of ninety per cent of the depositors was necessary to a stabilization proposition. The amendment reduced this amount to eighty per cent. The legislature, in an effort to meet requirements of constitutional law, provided that only deposits made thereafter should be subject to the conditions “hereof,” meaning the amendment. This display of care on the part of the drafters of the bill and of those who enacted the law, as well as the language used, carries the conviction to me at least that the legislature did not intend to interfere with the rights then existing. They did not intend to change lawful contracts. But they did intend that in the future contracts arising out of the relation of the depositor with the bank should be different from what they had been, and should contain the provisions of the new legislation. Because of these considerations, I cannot accept the result reached by the majority, and respectfully dissent.