United States Court of Appeals

FOR THE EIGHTH CIRCUIT

___________

No. 01-2285

___________

TeamBank, N.A., *

*

Appellee, *

* Appeal from the United States

v. * District Court for the 

* Western District of Missouri.

D. Eric McClure, in his official capacity *

as Director of the Missouri Division *

of Finance, of the Department of *

Economic Development, State of *

Missouri; Joseph L. Driskill, in his *

official capacity as the Director of the *

Department of Economic Development, *

State of Missouri, *

*

Appellants. *

___________________ *

*

Office of the Comptroller of Currency, *

*

Amicus Curiae. *

___________

Submitted: December 10, 2001

Filed: February 6, 2002

___________

Before MORRIS SHEPPARD ARNOLD, BEAM, and RILEY, Circuit Judges.

___________
1

 The Honorable Ortrie D. Smith, United States District Judge for the Western

District of Missouri.

2

 Joseph L. Driskill, the Director of the Missouri Department of Economic

Development, also filed a notice of appeal. In the district court, TeamBank originally

named Driskill as a defendant but later conceded that its claims against Driskill

should be dismissed. TeamBank has not argued otherwise on appeal, and our opinion

in this case only applies to TeamBank and D. Eric McClure, the Director of the

Division of Finance. We assume the district court will have the clerk enter a

judgment dismissing Driskill.

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RILEY, Circuit Judge.

TeamBank, N.A. (TeamBank) sued the Director of the Missouri Division of

Finance (the Director) to prevent the State of Missouri from interfering with

TeamBank's merger with the First National Bank and Trust Company of Parsons,

Kansas (First National Bank). The district court1

 granted an injunction prohibiting

the Director from taking any action on the State's claim that the merger violates state

and federal law. The Director appeals,2

 and we affirm.

I. BACKGROUND

TeamBank is a national bank that was founded in 1874. For most of its history,

TeamBank has had its headquarters in Paola, Kansas. It has branch offices in Kansas

and other states. In 1997, TeamBank purchased the assets of a bank in Freeman,

Missouri, which is less than thirty miles from Paola, and TeamBank moved its

headquarters there. After relocating its main office to Freeman, TeamBank opened

two new offices in Missouri.

On March 23, 2000, TeamBank's board of directors approved a merger with

First National Bank, which had its main office in Parsons, Kansas. Both banks were

wholly owned subsidiaries of Team Financial Acquisition Subsidiary, Inc., which is

itself a wholly owned subsidiary of a Kansas bank holding company, Team Financial,
3

At oral argument, counsel for the Director advised the court the State of

Missouri would take action on its claim that the merger is illegal if we were to find

in its favor on appeal. We find the record supports that TeamBank is in imminent

"danger of sustaining some direct injury," thus, a case or controversy exists. Thus,

the federal courts have jurisdiction over the subject matter of this case. See City of

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Inc. Under the terms of the proposed merger, TeamBank was to be the surviving

entity and First National Bank's charter was to be dissolved. In addition, TeamBank's

main office was to return to Paola, Kansas, and TeamBank's branches in Kansas,

Missouri, and Nebraska were to be part of the new bank.

On March 24, 2000, TeamBank filed an application for approval of the merger

with the Office of the Comptroller of the Currency (OCC). The State of Missouri,

through the Director, notified the OCC of its opposition to the merger and its position

that the merger violates the Riegle-Neal Interstate Banking and Branching Efficiency

Act of 1994 (Riegle-Neal Act), 12 U.S.C. §§ 215a-1, 1831u & 36(d). The RiegleNeal Act allows states to prohibit mergers between out-of-state banks and in-state

banks which have been in existence for less than five years. Missouri's "minimumage" law, Mo. Rev. Stat. §§ 362.077 & 362.610, adopted in 1997, prohibits such

mergers. A Missouri amendment, adopted in 1999, counts the age of a bank that

relocates to Missouri from another state from the date of the relocation. Mo. Rev.

Stat. § 362.077.2. The Director advised the OCC that these statutes prohibit the

proposed merger. 

On May 26, 2000, before the merger was approved, the Director sent

TeamBank a letter notifying the bank of the State's position that the merger was

illegal. "The Division of Finance," he wrote, "requests that your institution honor our

state laws by refraining from relocating out of Missouri until the five-year threshold

is met." In the same letter, the Director also wrote of his office's "plan to meet with

the Missouri Attorney General's Office shortly to discuss our legal options in this

matter."3
Los Angeles v. Lyons, 461 U.S. 95, 101 (1983); Ashcroft v. Mattis, 431 U.S. 171,

172 (1977). 

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On June 20, 2000, the OCC approved the proposed merger. In so doing, the

OCC issued an opinion which addressed and rejected the Director's legal arguments

against the merger. On June 26, 2000, TeamBank and First National Bank merged.

TeamBank filed this lawsuit on the same day as the merger, seeking a

declaration that the merger is lawful and an injunction preventing the Director from

"taking any action upon [his] claim that [TeamBank] is in violation of applicable

federal and state laws." The district court ruled in favor of TeamBank and granted

the injunction on cross-motions for summary judgment. 

On appeal, the Director raises the same arguments he made informally to the

OCC. He also argues that the OCC's ruling will have the effect of allowing other

banks to evade restrictions on interstate branching that Missouri has enacted in

accordance with the Riegle-Neal Act.

II. STANDARD OF REVIEW

We review the district court's grant of summary judgment de novo, applying

the same standards as the district court. See Adams v. Boy Scouts of AmericaChickasaw Council, 271 F.3d 769, 775 (8th Cir. 2001). Because this case involves

only questions of law, it is particularly appropriate for summary judgment. See id.

III. DISCUSSION

The Riegle-Neal Act generally permits interstate bank mergers in participating

states, but prohibits such mergers that:

would have the effect of permitting an out-of-State bank or out-of-State

bank holding company to acquire a bank in a host State that has not been
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in existence for the minimum period of time, if any, specified in the

statutory law of the host State.

12 U.S.C. § 1831u(a)(5)(A). The "minimum period of time" enforceable under the

Riegle-Neal Act cannot exceed five years. 12 U.S.C. § 1831u(a)(5)(B).

In 1997, Missouri amended its banking statutes to add a minimum-age statute

as authorized by the Riegle-Neal Act. Missouri's minimum-age statute permits outof-state banks to merge with banks in Missouri if the bank being acquired was at least

five years old. Mo. Rev. Stat. §§ 362.077.1, 362.610 (Supp. 2001). In 1999,

Missouri supplemented its minimum-age statute with a statute on bank relocation:

Any state bank, trust company or national bank, already in existence in

another state, which is relocated to Missouri de novo shall calculate the

age of its bank charter for Missouri purposes as of the date such charter

is moved to Missouri, and may not engage in an interstate acquisition or

merger with the result that such charter is merged or relocated to another

state with Missouri branches of such charter remaining in Missouri, until

such bank or trust company's charter is at least five years old.

Mo. Rev. Stat. § 362.077.2 (Supp. 2001). The Director invokes both the minimumage statute and the bank-relocation statute in opposition to the merger of TeamBank

and First National Bank.

The Director argues that the merger violates the Riegle-Neal Act because its

effect is to permit a Kansas bank to acquire a Missouri bank that is less than five

years old. Under the Director's theory, the Kansas bank is either the new TeamBank

entity with its main office in Paola, Kansas, or the old First National Bank with its

main office in Parsons, Kansas. According to the Director, the Missouri bank is the

old TeamBank at its former headquarters in Freeman, Missouri. TeamBank has been

in existence since 1874, but it only moved to Missouri in 1997. The Director argues

that, at the time of the merger, TeamBank was less than five years old under
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Missouri's bank-relocation statute. See Mo. Rev. Stat. § 362.077.2. Thus, the

argument goes, TeamBank's acquisition by a Kansas bank violates Missouri's

minimum-age statute which was enacted pursuant to the Riegle-Neal Act.

The OCC rejected the Director's argument on three grounds. First, the OCC

concluded Missouri's minimum-age statute does not apply to TeamBank's merger.

In accordance with Riegle-Neal, the Missouri statute only protects Missouri banks

that are being acquired. See Mo. Rev. Stat. §§ 362.077.1, 362.610. According to the

OCC, TeamBank, as the surviving bank, is the acquiring bank, and First National

Bank is the bank being acquired. Since First National Bank's home state is Kansas,

the only minimum-age statute that potentially applies is that of Kansas, and Kansas

does not have any minimum-age requirement.

Second, the OCC concluded that even if Missouri's minimum-age statute does

apply, its bank-relocation statute does not. In reaching this conclusion, the OCC

applied the general presumption against construing statutes retroactively. TeamBank

moved its main office to Missouri in 1997. The bank-relocation statute was not

adopted until 1999, and applies to a bank "which is relocated to Missouri," Mo. Rev.

Stat. § 362.077.2 (emphasis added), in contrast to a bank "which has relocated to

Missouri." This language, the OCC reasoned, was not intended to apply to a bank

which, like TeamBank, relocated to Missouri before the statute was enacted. Because

the statute did not reset TeamBank's age to zero as of the date it moved to Missouri,

TeamBank is more than five years old. Thus, even if TeamBank were to be acquired

by First National Bank, the merger would not violate Missouri's minimum-age statute.

Third, the OCC found that even if the bank-relocation statute does apply

retroactively, it conflicts with and is preempted by the Riegle-Neal Act. Riegle-Neal,

the OCC pointed out, calculates a bank's age according to the time it has been "in

existence," not the time it has been in a particular state. See 12 U.S.C.

§ 1831u(a)(5)(A). The OCC also relied upon the congressional policies it found to
4

Agency interpretations that are not the result of such formal administrative

procedures are generally entitled to a lesser degree of deference under Skidmore v.

Swift & Co., 323 U.S. 134 (1944). See Mead Corp., 121 S. Ct. at 2175-76.

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underlie the Riegle-Neal Act. Citing a House Conference Report, the OCC found that

Riegle-Neal embodies a policy that a bank which has moved its main offices into a

new state should be treated the same as other banks with main offices in that state.

See H.R. Conf. Rep. No. 651, 103d Cong., 2d Sess. 57 (1994). Missouri's bankrelocation statute, the OCC reasoned, treats relocated banks differently by requiring

them to calculate their age based upon the time they have been in Missouri rather than

the time they have been in existence. Since this requirement conflicts with the OCC's

interpretation of Riegle-Neal, the OCC found it preempted.

The OCC, participating amicus curiae in this case, argues that its decision is

entitled to deference under Chevron U.S.A. Inc. v. Natural Resources Defense

Council, Inc., 467 U.S. 837 (1984). Chevron deference applies when Congress has,

either explicitly or implicitly, left a gap in a statute to be filled by a particular agency.

Chevron, 467 U.S. at 843-45. In appropriate cases, Chevron requires courts to give

"considerable weight . . . to an executive department's construction of a statutory

scheme it is entrusted to administer." Id. at 844. Under Chevron, such decisions are

controlling "unless they are arbitrary, capricious, or manifestly contrary to the

statute." Id.; see also In re Old Fashioned Enters., Inc., 236 F.3d 422, 425 (8th Cir.

2001).

Chevron does not apply to every interpretation of a statute by an agency. As

the Supreme Court recently explained, Chevron deference is generally reserved for

interpretations reached through "relatively formal" administrative procedures, such

as "notice-and-comment rulemaking or formal adjudication." United States v. Mead

Corp., 533 U.S. 218, 121 S. Ct. 2164, 2172-73 (2001); see also Central S.D. Coop

Grazing Dist. v. Secretary of U.S. Dep't. of Ag., 266 F.3d 889, 894 (8th Cir. 2001).4
5

The Court has explained this deference as a matter of "longstanding

precedent," based on the conclusion that the "Comptroller of the Currency is charged

with the enforcement of banking laws to an extent that warrants the invocation of [the

rule of deference] with respect to his deliberative conclusions as to the meaning of

these laws." Mead Corp., 121 S. Ct. at 2173 n.13 (quoting NationsBank of N.C., 513

U.S. at 256-57) (alteration in original).

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The decisions of the Comptroller of the Currency, however, present an exception to

this general rule. Such decisions merit deference "even when no such administrative

formality was required and none was afforded." Mead Corp., 121 S. Ct. at 2173

(citing NationsBank of N.C., N.A. v. Variable Annuity Life Ins. Co., 513 U.S. 251,

256-57, 263 (1995)).5

The Riegle-Neal Act's provisions on state minimum-age laws left a space for

the OCC to fill through interpretation. In enacting Riegle-Neal, Congress prohibited

mergers that "have the effect" of violating certain state minimum-age statutes. 12

U.S.C. § 1831u(a)(5)(A). Congress did not give any explicit guidance on what kinds

of mergers fall within this rather imprecise statutory prohibition. As the agency

charged with implementing Riegle-Neal, the OCC is entitled to fill this gap in the

statute through informal adjudication.

The opinion issued by the OCC in this case is thorough and well enough

reasoned to merit deference under Chevron. The OCC's interpretation of the RiegleNeal Act in this case is particularly suited for Chevron deference because it involves

"reconciling conflicting policies" and depends "upon more than ordinary knowledge"

about interstate banking. See Chevron, 467 U.S. at 844 (quoting United States v.

Shimer, 367 U.S. 374, 382 (1961)). The district court agreed with the OCC's

reasoning. We find the OCC's reasoning persuasive to the extent it interprets and

applies the Riegle-Neal Act to the facts and specific issues raised in this case. While

the OCC's reasoning may be open to challenge on certain points, it is not arbitrary,

capricious, or manifestly contrary to law.
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The Director also opposes the merger on the grounds it would permit other

banks to evade Riegle-Neal's limits on interstate banking. See McQueen v. Williams,

177 F.3d 523, 530-35 (6th Cir. 1999) (invalidating "sham" relocation of a bank's main

office to another state under the law prior to Riegle-Neal). However, the Director

does not contend, nor does the record reflect, that TeamBank's initial relocation to

Freeman, Missouri, was part of a scheme to evade federal law. We need not decide,

in this case, whether the reasoning employed by the OCC in approving TeamBank's

merger would also apply to a merger involving a bank's sham relocation to another

state.

IV. CONCLUSION

Accordingly, we affirm the judgment of the district court.

A true copy.

Attest:

CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.