47 So. 2d 687 | La. | 1950
On October 26, 1948 a judgment of interdiction was pronounced against Ophelia LeBoeuf in the 14th Judicial Court in the Parish of Calcasieu and on May 5, 1948, on the petition of 'her brothers and sisters, coheirs with her of their parents and joint co-owners of certain property situated in that parish, the Lake Charles Bank and Trust Company was appointed curator of the estate of the said interdict. Phines E. LeBoeuf was appointed curator of her person and Mrs. Alice Reed was appointed under-curatrix. In due time the trust officer of the Lake 'Charles Bank and Trust Company and the two other appointees qualified for their respective trusts by taking the required oath and the interdict’s interest in the property was duly administered.
On February 1, 1949, the Lake Charles Bank and Trust Company converted into a National bank under the name of Gulf National Bank at Lake Charles, and the question arose as to whether it had, by such conversion, vacated the curatorship to which it had been named and appointed and for which it had qualified. Accordingly the newly converted bank instituted this proceeding under the provisions of Act No. 22 of the Extra Session of 1948 seeking a declaratory judgment with regard to its present status concerning the said curator-ship.
The parties made defendant filed a joint answer in which the matter presented for adjudication in plaintiff’s petition was put at issue. According to the extract from the minutes of the Court on the day that the case was called for trial a stipulation of facts was filed by counsel for both parties and by agreement the matter was submitted to the Court on such stipulation. In his written reasons for judgment, the district judge states that the case was tried and submitted on the agreed stipulation. We find no stipulation in the record but after reviewing the pleadings in the case and examining the written reasons of the district judge we get the impression that the facts, if any were stipulated, were very much the same as have been outlined in stating the case. They are not controverted, and inasmuch as the case presents altogether a question of law, we will proceed to consider it rather than remand it for completion of the transcript.
Upon submission to him the trial judge ruled in favor of the plaintiff, Gulf National Bank at Lake Charles and rendered judgment maintaining it as curator of the estate of the interdict without any more formality than the filing of the certificate of the Comptroller of the Currency of the United States authorizing Lake Charles Bank & Trust Company to commence business as a national banking association under the title “Gulf National Bank at Lake Charles” and also the certificate issued by the Board of Governors of the Federal Reserve System authorizing it to act as fiduciary in all matters which are permitted to state banks and trust companies. From that judgment the defendants were granted this appeal.
The sole question presented for the Court’s consideration is: “Is the Gulf National Bank at Lake Charles the same legal corporate entity as Lake Charles Bank & Trust Company or has there been a change in the corporate entity of Lake Charles Bank & Trust Company by reason of its conversion to a national bank under a new name ?”
The pertinent provisions of the Revised Statutes of the United States with regard to the conversion of a State Bank into a National Banking Association are found in Section 5154, 12 U.S.C.A. § 35. They are as follows: “Any bank incorporated by special law of any State or of the United States
From those provisions it is to be observed that a State bank may, in the absence of a prohibitory State law, convert into and become a National Banking Association. There is no statute in Louisiana on the subject and the conversion in this case, was, therefore, not in contravention of any State law. Indeed, it may be stated that the validity of the conversion is not questioned and we are concerned only with what were the effects resulting from the conversion with regard to the status of the State bank’s trust by virtue of its appointment as curator of the estate of this interdict.
The question that is raised is res nova in this State. It has been raised in other States and there seems to be some conflict in the results that were reached. Such conflict as there is, however, is found in cases relating to consolidation of banks rather than to mere conversion of State banks into National-banks.
A full discussion of the problem is presented in 131 A.L.R. 748, where the case of Citizens & Southern National Bank of South Carolina v. Conner, 195 S.C. 203, 11
In the same volume on page 148, section 192 it is stated that, “Where a bank acting in a fiduciary capacity consolidates or merges with another bank or where a reorganization is effected, the right of the new banking corporation to assume such fiduciary status has been sustained. The right of a National Bank consolidating with a state bank or trust company to succeed to the fiduciary capacity of the state banking corporation is expressly provided for in the National Bank Act.” 12 U.S.C.A. § 34 is cited as authority. In some states the right to succession is fortified by a State statute on the subject. Such was the situation in the case of Citizens & Southern National Bank of South Carolina v. Conner, supra. There is no comparable statute in Louisiana .and in the absence of a prohibitory law the provisions of the National Bank Act should apply.
Thus it would seem that even in cases of consolidation or merger with another bank, no change in the fiduciary status fixed during the existence of the State bank takes place although, as appears further in the same section, there is authority to the contrary. That authority seems to be the one that is principally relied on by counsel for the defendants in this case, who cite to that effect, two cases from Massachusetts and a case from Georgia. The Massachusetts cases are Petition of Commonwealth-Atlantic Nat. Bank of Boston (In re Babbidge’s Estate), 249 Mass. 440, 144 N.E. 443 and Petition of Commonwealth-Atlantic Nat. Bank of Boston (Maynard’s Estate et al.), 261 Mass. 217, 158 N.E. 780 and the Georgia case is Stevens v. First National Bank & Trust Company, 173 Ga. 332, 160 S.E. 243. Both of the Massachusetts cases are referred to and distinguished in the reported case of Citizens & Southern National Bank of South Carolina v.
There is no doubt a marked distinction between a mere conversion of a State hank into a National bank and a consolidation of two or more banks and whilst it may be that a State bank which acted in some fiduciary capacity as a State bank may not continue in the same capacity after it has consolidated with another bank because by the -fact of consolidation a new corporate body has come into being, any such restriction on the right to occupy the same fiduciary position it had as a State bank does not apply in cases of conversion into a National bank where no change in its legal, corporate identity has taken place. This case being merely one of conversion of a bank in which we hold that there was no change in the status of the curatorship at issue, we are not concerned with what the result would be in the case of a consolidation or merger of two or more banks.
The judgment appealed from is affirmed.