Bank of Oxford v. Love/Opinion of the Court

A special act of the Mississippi Legislature approved March, 1872, incorporated the Bank of Oxford and authorized it to 'exercise the privilege appertaining to a general banking, exchange and brokerage business, with all the power of a body corporate.' Section 4 declares:

'That the business of said bank shall be confided to and     controlled by its stockholders under such rules of laws and      regulations as said company may see fit to adopt: Provided,      the same be not in conflict with the Constitution of the      United States or of this state.'

It was immediately organized, and has continued to carry on business under the charter so granted.

By a comprehensive act containing 69 sections, approved March 9, 1914 (Laws 1914, c. 124), the Legislature prescribed general regulations concerning banking. Its scope is fairly indicated by the title, copied below. Section 23 provides:

'Each bank subject to the provisions of this act is hereby     assessed for each year one-fortieth of one per cent. of its     total assets, and the money accruing from said assessment      shall be used for the maintenance of the banking department.'

After paying one assessment under protest plaintiff bank, May 14, 1914, instituted this proceeding in the chancery court for Hinds county. The original bill sets up and relies upon the charter of 1872 as a contract, protected by the federal Constitution, which by confiding control to stockholders excludes legislative authority in respect thereto. It alleges:

'That the said bank examiners are threatening to interfere     with the affairs of this bank and to exercise such powers as      are provided for by said statute [of 1914] over this bank,      and are threatening t

o make such examinations and reports upon and about, and to     exercise all the other authorities and powers provided for by      such statute, over the affairs of your orator, said bank. And     your orator pleads hereby, and invokes for such, its contract      immunity from such supervision and control, the said contract      clause of the Constitution of the United States, and claims      its right exclusively to control and manage the affairs of      its own bank.'

'Your orator protests and shows that it was not subject to     the provisions of said banking law, and by its said contract      charter, the whole scheme so devised, as applied to your      orator bank, was unconstitutional and void; and your orator      shows that for such reason it was not subject to assessment      devised and contrived only for the purpose of maintaining      such bank department; and your orator was protected against      the payment of such assessment, also, by the said contract      clause of the Constitution of the United States.'

The prayer is for an injunction perpetually restraining defendants and their successors from examining or undertaking to enforce as against the complainant any provision contained in the act of March 9, 1914, and for a decree requiring repayment of the sum assessed and paid under protest.

No argument is required to show that the charter of 1872 constitutes a contract protected by the federal Constitution. But the construction placed upon section 4 by counsel for plaintiffs in error is not tenable. It really contains nothing which purports to take away commonly recognized power of the state to establish such reasonable and general regulations of banks as may be essential to public safety, and to enforce them through a board supported by moderate assessments upon those engaging in the business.

While the bill proceeds upon the theory that the bank's affairs are wholly exempt from interference by legislative direction, the only past or immediately probable wrongs adequately complained of are enforced contribution to expense of the banking department and threats by defendants to make examinations and reports. And we think it clear that no impairment of the corporate charter has or will result from reasonable examinations and reports by duly authorized officers and the small prescribed payments. It is unnecessary to consider other distinct provisions of the statute, and, of course, we intimate no opinion concerning them.

The Supreme Court of the state affirmed a decree of the chancery court dismissing the bill upon demurrer, and its action must be

Affirmed.