Teresa Speaks v. U. S. Tobacco CooperativeTeresa Speaks v. U. S. Tobacco Cooperative
ARGUED: Gary K. Shipman, SHIPMAN & WRIGHT, LLP, Wilmington, North Carolina, for Appellants. Lee Michael Whitman, WYRICK ROBBINS YATES & PONTON LLP, Raleigh, North Carolina, for Appellee. ON BRIEF: William G. Wright, Sr., SHIPMAN & WRIGHT, LLP, Wilmington, North Carolina, for Appellants. Benjamin N. Thompson, Paul J. Puryear, Jr., WYRICK ROBBINS YATES & PONTON LLP, Raleigh, North Carolina, for Appellee.
The U.S. Tobacco Cooperative and its members have been embroiled in litigation for over a decade. This appeal is their second trip to the Fourth Circuit. Previously, we reversed a class settlement and remanded the case for further proceedings. Sharp Farms v. Speaks, 917 F.3d 276 (4th Cir. 2019). The members then amended their complaint and now seek judicial dissolution of the Cooperative. They claim dissolution is necessary because, due to a variety of market forces facing the tobacco industry, the Cooperative is no longer able to carry out its purposes. The district court dismissed the amended complaint, holding that the ground for dissolution the members asserted—failure to carry out the Cooperative‘s purposes—did not apply as a matter of law. For the reasons that follow, we affirm.
I.
The U.S. Tobacco Cooperative is an agricultural cooperative of flue-cured tobacco farmers in North Carolina. Our dispute involves the Cooperative‘s “administ[ration of] a federal price-support program designed to stabilize tobacco prices for member growers through purchasing their unsold tobacco at a guaranteed minimum price and marketing the tobacco to buyers.” Id. at 280. Congress later ended the price-support program. But the Cooperative accumulated and still maintains millions of dollars in reserves obtained from member fees and from sales of tobacco delivered by members.
Certain members of the Cooperative seek dissolution of the Cooperative and distribution of its reserves. They claim that “the Cooperative is no longer fulfilling the mandates under which it was created” and “is no longer able to carry out its purpose.” J.A. 153. The members do not blame the Cooperative for this situation. Instead, they allege a host of economic challenges facing the United States flue-cured tobacco industry and the related farmers. Among those challenges are lower demand, federal and state regulations, public health incentives against smoking, international market dynamics and market substitutes such as e-cigarettes. According to the members, the Cooperative simply cannot keep up with market realities. Thus, they request judicial dissolution of the Cooperative, including the possibility of seeking declaratory judgment that would have such effect.
The Cooperative moved to dismiss the amended complaint for failure to state a claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure. The Cooperative argued that the ground for which the members seek dissolution—that the Cooperative can no longer carry out its purpose—only applies to dissolution under North Carolina‘s Nonprofit Corporation Act (“Nonprofit Corporation Act“). According to the Cooperative, however, the Cooperative‘s dissolution is governed by the North Carolina Business Corporation Act (“Business Corporation Act“) which does not provide for dissolution for failure to carry out an entity‘s purpose. Thus, the key issue underlying the Cooperative‘s motion to dismiss was whether the Business Corporation Act or the Nonprofit Corporation Act applied to the Cooperative‘s dissolution.
In granting the Cooperative‘s motion, the district court held that the Business Corporation Act applied. It reached this decision by interpreting
Since the parties agree that the Cooperative contains capital stock, the district court determined that the Business Corporation Act applies to the Cooperative. And it further held that the members failed to state a claim for judicial dissolution under the Business Corporation Act.1
The members timely appealed and we have jurisdiction under
II.
On appeal, the members challenge the district court‘s determination that claims for the Cooperative‘s dissolution should be analyzed under the Business Corporation Act. The members argue that the Nonprofit Corporation Act, not the Business Corporation Act, applies to judicially dissolve the Cooperative. According to the members, even if the Cooperative was formed with capital stock, it is, at its core, a nonprofit corporation. Thus, the members insist that the district court, which focused on the “with capital stock” language in
The members’ appeal requires us to interpret North Carolina statutory law.
A.
To answer that question, we first turn to the Marketing Act. The Marketing Act governs cooperative associations, just like the Cooperative. However, the Marketing Act does not contain provisions for the dissolution of cooperative associations. Instead, it contains two provisions that point to provisions outside the Marketing Act that address the dissolution of cooperative associations.
The first provision in the Marketing Act we look to is
The provisions of the North Carolina Business Corporation Act (Chapter 55 of
the General Statutes) shall apply, so far as appropriate, to every cooperative association with capital stock heretofore or hereafter organized or domesticated under this Subchapter, except where the provisions of that act are in conflict with or inconsistent with the express provisions of this Subchapter.
The second provision we look to is
The provisions of the Nonprofit Corporation Act (Chapter 55A of the General Statutes) shall apply, so far as appropriate, to every cooperative association without capital stock heretofore or hereafter organized or domesticated under this Subchapter, except where the provisions of that act are in conflict with or inconsistent with the express provisions of this Subchapter.
Effectively, the only difference between these two statutes is that
But as the members fairly point out, the existence of capital stock, while important to our question, is not wholly dispositive given other language in the provisions. Both
B.
We begin with the phrase “except where the provisions of that act are in conflict with or inconsistent with the express provisions of this Subchapter.” In that phrase, North Carolina indicated that if any provision in the Business Corporation Act conflicted with, or even was inconsistent with, the express provisions of the Marketing Act, such provision might not apply. But we have no such conflicting provisions here. In fact, when pressed to point to specific conflicting or inconsistent provisions, the members failed to identify any. As a result, the “in conflict with or inconsistent with” language does not override the “with capital stock” language in determining whether the Business Corporation Act‘s provisions apply to the Cooperative‘s dissolution.
C.
That leaves the phrase “so far as appropriate.” Our consideration of this phrase implicates several canons of statutory construction.
One canon of construction provides that we should not construe statutes in a way that renders words meaningless. State v. Williams, 212 S.E.2d 113, 119 (N.C. 1975) (discussing the “well established principle of statutory construction that a statute must be construed, if possible, so as to give effect to every part of it“); see also Antonin Scalia & Bryan A. Garner, Reading Law 174–79 (2012) (discussing how “[i]f possible, every word and every provision is to be given effect“). Thus, “so far as appropriate” must mean something.
The members argue that the differences between shareholders of business corporations and members of cooperatives make it “inappropriate” to apply the dissolution provisions of the Business Corporation Act. But that cannot be right. Those differences exist with every cooperative. And determining that those differences make it inappropriate to apply the Business Corporation Act‘s dissolution procedures would effectively write out the “with capital stock” language of
The members’ interpretation also violates the canon of construction that statutory language should not be interpreted in a way where the exception swallows the rule. Good Hope Hosp., Inc. v. N.C. Dep‘t of Health & Hum. Servs., 623 S.E.2d 315, 319 (N.C. Ct. App. 2006) (rejecting a statutory interpretation because “the exception would swallow the rule“), aff‘d, 636 S.E.2d 564 (N.C. 2006); see also Cuomo v. Clearing House Ass‘n, L.L.C., 557 U.S. 519, 530 (2009) (avoiding interpreting an exception in a way that “would swallow the rule“). “So far as appropriate” is an exception to the general rule of
The members also point out the Cooperative is a nonprofit corporation under
Finally, the members generally argue “much has changed since this Cooperative was formed.” Opening Br. 38. In advancing this position, the members repeat the same factors they contend make the Cooperative unable to carry out its purposes. They may be right. But even if they are, that argument puts the cart before the horse. At this juncture, our decision is whether to apply the dissolution provisions of the Business Corporation Act or the Nonprofit Act—before we apply the facts to the dissolution provisions. And the only variable that North Carolina provided to guide our analysis on which provision applies is whether the Cooperative is “with” or “without” capital stock.
In sum, the members fail to explain why applying the Business Corporation Act‘s dissolution provisions here would contradict the statute‘s “so far as appropriate” language. Therefore, we maintain that since the Cooperative is organized “with capital stock,” the Business Corporation Act governs the Cooperative‘s dissolution. And as noted above, the failure of a corporation to carry out its purposes—the only ground advanced by the members—is not a ground for dissolution under that Act. Accordingly, we affirm the district court‘s dismissal of the members’ claim for judicial dissolution.2
III.
“Where the language of a statute is clear and unambiguous, there is no room for judicial construction and the courts must construe the statute using its plain meaning.” State v. Alonzo, 838 S.E.2d 354, 356 (N.C. 2020). Here, the “with capital stock” language of
AFFIRMED