Rainey v. Sulentor

SHENK, J. Acting under the authority of section 135c, added to the Bank Act in 1933 (Stats. 1933, p. 318), the Superintendent of Banks appointed Henry E. Sherer as Conservator of the Bank of San Pedro. Subsequently the conservator sold certain assets of the Bank of San Pedro to Bank of America National Trust & Savings Association for the sum of $1,047,330.60. Thereafter the Superintendent of Banks and the conservator filed in the superior court their return and petition for confirmation of the sale. Objections to the confirmation were filed by the appellants, a copartnership doing business as Standard Fisheries Company, and Louise A. Steele, for and on behalf of themselves and all other depositors and creditors of the San Pedro Bank. The Van Camp Sea Food Company, Inc., a large depositor, filed a document called “intervention”, praying that the sale be confirmed. The matter came on regularly before the court and after a full hearing the court found and concluded that the sale had been fairly made and legally conducted; that the price was not disproportionate to the value of the property sold; that a better price or better terms for all of said assets could not be obtained; and that it would be and is for the benefit, advantage and best interest of the Bank of San Pedro, its depositors and creditors, that said property be sold as one parcel for the price and upon the terms stated in the offer of Bank of America National Trust & Savings Association; that the objections interposed against the sale were not well founded, and that the sale be confirmed. A decree ratifying, approving and confirming the sale was accordingly entered.

On this appeal, prosecuted by the members of the firm called Standard Fisheries Company, it is contended (1) that the Superintendent of Banks has no authority under the statute to sell at private sale any of the assets of a bank taken over by him under the Bank Act; (2) that the superior court is without jurisdiction to affirm such a sale; and (3) that the sale made and approved herein was and is unfair and unjust to the depositors and other creditors.

[678]The first two contentions would seem to be answered by sections 136, 136b and 135c of the Bank Act. Section 136 authorizes the Superintendent of Banks to take possession of the property and business of a state bank under the conditions specified in the act. No claim is made that the conditions did not exist in the case of the Bank of San Pedro.' Said section also provides that in the process of liquidation “the Superintendent of Banks may sell any real or personal property of such bank on such terms as the court shall direct or approve”. Section 136b provides that “in any action or proceeding brought under any provision of this act, exclusive original jurisdiction shall be vested in the superior court of the county in which is located the principal place of business of the bank affected thereby”, with further provisions as to what shall be included in the record of the action or proceeding, and that the same shall be tried and determined in accordance with the provisions of the Code of Civil Procedure. Section 135c provides that “The conservator under the direction of the Superintendent of Banks shall take possession of the books, records and assets of every description of such bank. . . . Such conservator shall have all the rights, powers and privileges now possessed by or hereafter given the Superintendent of Banks, with relation to banks of which he has taken charge under the provisions of section 136 of this act. ...”