Nos. 25377 and 25455
Decided December 26, 1935.
Building and loan associations — Dissolution and liquidation — Power preempted by state statutes — Section 687 et seq., General Code — Jurisdiction of Common Pleas Court limited — Statutes apply to pending and future actions.
1. By the enactment of Sections 687 to 687-24, General Code, the state has exercised its power to preempt the field in providing a specific, adequate, exclusive and constitutional method of procedure for the dissolution of building and loan associations and the liquidation of their assets. (Paragraph two of the syllabus in the case of State, ex rel. Bettman, Atty. Genl., v. Court of Common Pleas, 124 Ohio St. 269, 178 N.E. 258, and the last paragraph of the per curiam opinion in the case of State, ex rel. Powers, Supervisor, v. Capital Endowment Co., 129 Ohio St. 654, 196 N.E. 643, approved and followed.)
2. The provisions of that act limit the statutory jurisdiction of the Court of Common Pleas and apply to all such cases pending therein on the date the act became effective, as well as to such actions filed subsequently thereto.
ERROR to the Court of Appeals of Cuyahoga county.
Both of these actions were instituted in the Court of Common Pleas of Cuyahoga county against the Mutual Building Investment Company, a corporation organized under the Ohio statutes relating to building and loan associations. In each case the plaintiff alleges herself to be a stockholder under a "running stock account."
The first action was filed by the plaintiff in a representative capacity against not only the company but the directors thereof as well. On behalf of the corporation and all stockholders she asks for an accounting, receivership, injunction and other equitable relief against the individual directors. The relief sought is based upon allegations of misfeasance and malfeasance resulting in the insolvency of the company. The trial court sustained a demurrer to the petition and rendered judgment for the defendants. This was affirmed by the Court of Appeals.
In the second case the plaintiff asks judgment against the company alone for the amount on deposit in her account for which she made written demand. The trial court dismissed the action for want of jurisdiction. In the Court of Appeals this was reversed, and final judgment was entered in favor of the plaintiff in conformity with the amended prayer of her petition.
Both cases are in this court by reason of the allowance of motions to certify.
Mr. Joseph L. Stern and Mr. Leo F. Lightner, for plaintiff in error.
Mr. John W. Bricker, attorney general, Mr. Charles H. Jones, Mr. Rees H. Davis, Messrs. Mooney, Hahn, Loeser, Keough Beam, Mr. John A. Cline, Mr. William B. Cockley, Messrs. Tolles, Hogsett Ginn, Messrs. Payer, Corrigan Cook and Mr. Alfred A. Benesch, for defendants in error in cause No. 25377.
Mr. John W. Bricker, attorney general, Mr. Charles H. Jones and Mr. Rees H. Davis, for plaintiffs in error.
Mr. Joseph L. Stern, for defendant in error in cause No. 25455.
In each case the trial court based its judgment upon the view that it was without jurisdiction by reason of the provisions of the legislative enactment now appearing in Sections 687 to 687-24, General Code (115 Ohio Laws, 3), which became effective February 27, 1933. It should be noted that the first action was filed previously on January 24, 1933, and the second was instituted subsequently thereto on March 30, 1933. Thereafter on April 27, 1933, the Superintendent of Building and Loan Associations of the state of Ohio took possession of all assets and property of the defendant Mutual Building Investment Company for the purpose of liquidation.
The plaintiffs contend that the provisions of this act do not limit the jurisdiction of the Court of Common Pleas, do not provide an exclusive remedy, do not divest the Court of Common Pleas of jurisdiction over pending actions, and are unconstitutional if otherwise construed.
The particular language about which much of this controversy centers reads as follows:
"Sec. 687-3. Immediately upon the posting of notice on the door or doors of a building and loan association by the superintendent of building and loan associations, as provided in section 687-1 of the General Code, the possession of all assets and property of such building and loan association of every kind and nature, wheresoever situated, shall be deemed to be transferred from such association to, and assumed by the superintendent of building and loan associations; and such posting shall of itself, and without the execution or delivery of any instruments of conveyance, assignment, transfer, or endorsement, vest the title to all such assets and property in the superintendent of building and loan associations. The time of posting stated in such notice shall be prima facie evidence of the time of posting. Such posting shall also operate as a bar to any attachment, garnishment, execution or other legal proceedings against such building and loan association, or its assets and property, or its liabilities. * * *"
"Sec. 687-6. If the superintendent of building and loan associations doubts the justice or validity of any claim, he may reject the same in whole or in part, or reject any claim of security, preference or priority, or off-set, and shall serve written notice of such rejection upon the claimant, either personally or by registered mail. A certificate of such rejection and certificate of notice filed in the office of the superintendent shall be prima facie evidence of such rejection and notice.
"Any person, partnership, corporation, or association who shall deem himself or itself aggrieved by the rejection of his or its claim in whole or in part, or the rejection of any claim of security, preference or priority, or off-set, by the superintendent, shall bring an action against the superintendent of building and loan associations and such association, within three months after such rejection or refusal of allowance, or be forever barred from asserting the same.
"Sec. 687-7. Objection to any claim not rejected by the superintendent of building and loan associations may be made by any party interested by filing a copy of such objection with the superintendent, who shall present the same to the court of common pleas in which the liquidation proceedings are pending, upon written notice to the claimant and to the party filing the same, setting forth the time and place of presentation. The court, on or after the day fixed in such notice, shall hear the objection raised to such claim, or refer the determination of such objection to a referee for report."
"Sec. [687-24]. This act shall apply to all actions pending at the effective date of this act, and no court in which any action is then pending shall grant any remedy or relief or make any order therein which is prohibited by, or inconsistent with this act. * * *"
Extended discussion of these sections is unnecessary in view of the pronouncements of this court in the cases of State, ex rel. Bettman, Atty. Genl., v. Court of Common Pleas, 124 Ohio St. 269, 178 N.E. 258; Warner, Supt., v. Mutual Building Investment Co., 128 Ohio St. 37, 190 N.E. 143, and State, ex rel. Powers, v. Capital Endowment Co., 129 Ohio St. 654, 196 N.E. 643.
In the two paragraphs of the syllabus in the Bettman case the following language was used with reference to the act as it then read:
"1. The legislature, recognizing the quasi-public character of building and loan associations, has enacted laws not only providing for their inspection, supervision and control but also prescribing the method of their dissolution and the liquidation of their assets, and has conferred upon the Superintendent of Building and Loan Associations, the authority essential to accomplish that result expeditiously and economically.
"2. The method prescribed by the legislature for the regulation, supervision and control of the affairs of building and loan associations and the method of procedure prescribed for their dissolution and liquidation conserve and secure an equitable distribution of the assets of such company to those entitled thereto; it is specific, adequate, complete and exclusive; and action of a court of common pleas in contravention thereof will be restrained by a writ of prohibition."
In the Warner case paragraph four of the syllabus states that Section 687-2, General Code, of the present act is not in contravention of the Constitution of the state of Ohio.
The per curiam opinion in the Powers case cites the Bettman and Warner cases, and holds that by the enactment of these sections the state has exercised its power to preempt the field for the dissolution of savings and loan companies and the liquidation of their assets.
In the decision in the Bettman case this court in holding that the act then limited the jurisdiction of the Court of Common Pleas and provided an exclusive remedy, was mindful of the fact that although that tribunal is a creature of the Constitution, its jurisdiction is nevertheless statutory and may be broadened or narrowed as the legislature may provide.
Furthermore the unambiguous language of the act makes its provisions applicable to pending actions. This is entirely proper inasmuch as the act is purely remedial and procedural rather than substantive in its nature. Parties have no vested right in a particular mode of procedure, and therefore such statutes are not violative of the constitutional inhibitions against retroactive laws. Rairden and Burnet v. Holden, Admr., 15 Ohio St. 207. Neither do they impinge upon the provisions of the Federal or State Constitution relating to due process, equal protection and impairment of contractual obligations.
Since this discussion has been limited to the single decisive question of jurisdiction, no opinion is expressed as to the substantive rights of the parties.
It is apparent that in the first case the judgments of the lower courts must be affirmed, and in the second case the judgment of the Court of Appeals must be reversed and that of the Court of Common Pleas affirmed.
Judgment affirmed in cause No. 25377.
Judgment of the Court of Appeals reversed and that of the Court of Common Pleas affirmed in cause No. 26455.
STEPHENSON, WILLIAMS, JONES, MATTHIAS, DAY and ZIMMERMAN, JJ., concur.