Lehman v. Civil Aeronautics Board Pan American World Airways, Inc. v. Civil Aeronautics Board

PRETTYMAN, Circuit Judge

(dissenting) .

I do not agree with my brethren in these cases.

Point I of the opinion deals with the presence of Mr. Robert Lehman on the boards of Pan American World Airways and United Fruit Company. United Fruit is engaged in the fruit business, principally importing from Central and South American countries. On some of its boats it has accommodations for a few passengers. They make leisurely ocean voyages, measured in days or weeks, between New Orleans and Caribbean ports. That service attracts people who want a slow sea trip. Pan American is an airline company. It makes flights, largely originating in New York, which are measured in hours between New Orleans and Caribbean ports. It attracts people who want to get to the latter ports, and get there fast. For example, Pan American takes passengers to or from Guatemala in five hours; United Fruit takes either eleven or eighteen days. To say that the competition between these two could create a conflict of interest which might produce results not in the public interest is without support in the facts, in my judgment. Of course there is a sort of competition between them, just as in some senses there *296is competition between all merchants of goods or services. But the totally different services proffered by these two companies make it wholly unrealistic to say that the public interest would be affected adversely by the presence of the same man on the two boards of directors. The theory of the statute is that a director of a common carrier would, in many cases, tend to stifle the development of a competing air carrier. Nothing in this record, as I see it, indicates that United Fruit might tend to obstruct Pan American because of the fact that one operates on and the other above the Gulf and the Caribbean Sea. The respective businesses are simply different sorts of business.

Point II deals with the presence of three different partners in Lehman Brothers on three different boards of directors. We can discuss the problem from the standpoint of two of them. The section of the Civil Aeronautics Act1 2which deals with interlocking relationships contains six subparagraphs, each of which describes a relationship made unlawful unless approved by the Board. The one with which we are concerned is subparagraph (2). It reads:

“For any air carrier, knowingly and willfully, to have and retain an officer or director who has a representative or nominee who represents such officer or director as an officer, director, or member, or as a stockholder holding a controlling interest, in any other person who is a common carrier or is engaged in any phase of aeronautics.”

Mr. Robert Lehman is a director of Pan American. Mr. Joseph A. Thomas is a director of National Airlines. The decision of the court is that Mr. Lehman has a representative or nominee, i. e., Mr. Thomas, who represents him as a director in National Airlines. The court also holds that Mr. Thomas has a representative or nominee, that is, Mr. Lehman, who represents him as a director of Pan American. The premise from which these conclusions are drawn is that Mr. Lehman and Mr. Thomas are both partners in the partnership of Lehman Brothers and that Lehman Brothers upon occasion is awarded underwriting business and participates in merger negotiations on behalf of Pan American and National. To my way of thinking, this latter fact does not make Mr. Thomas the representative or nominee of Mr. Lehman, or vice versa, within the meaning of the statute. My view rests upon what appears to me to be the plain language of the statute.

Of course the presence of two partners on two boards of directors is the sort of interlocking relationship which Congress might have declared unlawful unless approved by the Board. In other statutes Congress has done just that. For example, in the Public Utility Holding Company Act,3 Congress prohibited a registered holding company from having as a director any director of a bank, except as permitted by the Securities and Exchange Commission. And the Banking Act of 1933, as amended,3 provided that no director of any corporation and no partner of any partnership primarily engaged in the underwriting of securities should serve at the same time as a director of a member bank, except in cases in which the Board of Governors of the Federal Reserve System should allow such service. Those are broad provisions and demonstrate that Congress was familiar with such language when it wished to prohibit interlocking relationships in general. It did not do so in the Civil Aeronautics Act. It described and delimited the interlocking relationship which it was prohibiting. It prohibited a director on one board from having a representative or nominee who represented him on another board.

*297I am fully conscious of those cases in which the Supreme Court has held that the courts may look to the general purpose of the statute and construe it accordingly.4 But it seems to me that that rule is intended to apply only where there is an ambiguity in the language of the statute and the court cannot ascertain the meaning of the language without resort to the legislative purpose. But that rule does not, it seems to me, permit the courts to stretch perfectly plain language so as to cover a situation which the judges may feel was within the general scope of the purpose which Congress must have had in mind. To be specific, when Congress prohibits one defined sort of interlocking relationship, the courts cannot say that the purpose of Congress was to prohibit interlocking relationships and that therefore any variety of such relationship falls within the ban. The courts ought to apply a statute the way Congress wrote it, so long as they can ascertain from the language used the meaning of the statute. Beyond that the content of a statute is a matter for Congress, and if the statute as written does not cover a situation deemed by the administrative officials to be adverse to the public interest, the problem ought to be presented to Congress. In short, it seems to me in the present case that Congress might have written something different from what it did write. But it did not do so, and we ought to apply the plain terms of the written provision. Only under the most strained interpretation can Mr. Thomas be said to be a representative or nominee of Mr. Lehman on the board of National. In the ordinary meaning of the words “representative or nominee” he simply was not. The same applies to Mr. Lehman as a representative or nominee of Mr. Thomas on the board of Pan American.

It is of interest to note that the legislative history at several points supports the view that I have expressed. Section 410 of S. 3845, 75th Congress, 3rd Session, a forerunner of the present statute, contained, in addition to the words “a representative or nominee”, the words “or otherwise”. These latter two words were omitted in the final enactment. In the hearing before the House Committee on II.R. 9738, 75th Congress, 3rd Session, the Assistant General Counsel of the Treasury Department said: “In addition, in order to prevent evasion of these provisions, the present bill prohibits an officer or director of an air carrier from employing a representative or nominee to act as an officer or director in another air carrier, common carrier, or aeronautical company.” It appears that subparagraph (2) of Section 409(a), with which we are concerned, was enacted to prevent evasion of the direct prohibition against the same person holding office in two air carriers. Counsel for the petitioners say that the target of the subparagraph was “vicarious directorial service”. It seems to me that that characterization is accurate.

I would reverse the order of the Board on both Point I and Point II.

. Section 409(a), 52 Stat. 1002 (1938), as amended, 49 U.S.C.A. § 489(a).

. Section 17(c), 49 Stat. 831 (1935), 15 U.S.O.A. § 79q(c).

. Section 32, 48 Stat. 194 (1933), as amended, 12 U.S.C.A. § 78.

. See, e.g., Board of Governors v. Agnew, 1947, 329 U.S. 441, 67 S.Ct. 411, 91 L.Ed. 408.