{
  "id": 1914626,
  "name": "Danny W. WISEMAN v. STATE BANK & TRUST, N.A.",
  "name_abbreviation": "Wiseman v. State Bank & Trust, N.A.",
  "decision_date": "1993-05-24",
  "docket_number": "93-177",
  "first_page": "289",
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      "cite": "313 Ark. 289"
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      "cite": "854 S.W.2d 725"
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      "cite": "12 U.S.C. \u00a7 85",
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      "year": 1988,
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      "category": "laws:leg_statute",
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  "last_updated": "2023-07-14T19:14:05.799320+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
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  "casebody": {
    "judges": [
      "Corbin, J., not participating."
    ],
    "parties": [
      "Danny W. WISEMAN v. STATE BANK & TRUST, N.A."
    ],
    "opinions": [
      {
        "text": "Tom Glaze, Justice.\nOn June 29, 1992, the appellants, Danny and Sonya Wiseman, visited their local Toyota-Hyundai car dealership in Pine Bluff and selected to purchase a 1988 Toyota C\u00e9lica. The Wisemans informed their salesman, Mr. Bill Tucker, that, in order for them to buy the car, an installment plan financing arrangement would have to be obtained. Tucker provided the Wisemans with a credit application which had been supplied to the dealership by the appellee, State Bank and Trust, N.A. Tucker explained that State Bank was not the exclusive financing agent of the dealer and that the Wisemans were not required to finance the car\u2019s purchase through that bank. Nevertheless, the Wisemans completed and executed the credit application. Tucker then faxed the application to State Bank for its acceptance in Tulsa, Oklahoma.\nState Bank is a national banking association under the National Bank Act, Rev.Stat. \u00a7 5157, 12 U.S.C. \u00a7 37 (1988). Its charter address and principal place of business is Tulsa, Oklahoma. Although State Bank does not operate any branch offices within the state of Arkansas, it does have ties to our state \u2014 a majority of its stock is owned by an Arkansas bank holding company, Arvest Bank Group, Inc.\nMr. Rick Huck, an employee of State Bank, reviewed the Wisemans\u2019 credit application, determined their credit was adequate for participation in the financing program at an interest rate of thirteen percent (13%) per annum, and telephoned Tucker informing him that the Wisemans\u2019 application for credit had been accepted. Huck then directed Tucker to have the Wisemans complete and execute a credit loan contract and security agreement which had also been provided by State Bank. The Wisemans returned to the dealership on July 1, 1992, to execute the required documents. The loan contract contained the following relevant terms: (1) the interest rate on financing through State Bank would be thirteen percent (13 %) per annum, and (2) the parties intended and agreed that the contract was to be governed by and construed under the laws of Oklahoma. After the Wisemans executed the agreement, Tucker forwarded it to State Bank for its acceptance and execution. The dealer then allowed the Wisemans to drive the car home. On July 2,1992, in Tulsa, Huck reviewed, approved, and executed the contract on behalf of State Bank.\nThe Wisemans made the first three installment payments of $174.56 prior to stopping payments. On September 18, 1992, they instituted a declaratory judgment action in the Circuit Court of Jefferson County, alleging that the loan contract violated the maximum lawful rate of interest under the Arkansas Constitution, and thus, was usurious. The parties entered a joint stipulation of facts and each filed a motion requesting summary judgment. By letter opinion, the trial judge found there were no genuine issues of material fact and granted State Bank\u2019s motion for summary judgment by refusing to apply Arkansas\u2019s usury law and holding that the parties\u2019 contract was not invalid for the two following independent and alternative reasons: first, under the choice-of-law principle, the law of Oklahoma, and not Arkansas, governed; and second, even if the choice-of-law principle required application of Arkansas law to the parties\u2019 contract and the subject transaction, the National Bank Act, Rev.Stat. \u00a7 5197, as amended, 12 U.S.C. \u00a7 85 (1988), and the doctrine of federal preemption, mandate the application of Oklahoma\u2019s interest rate provisions. Although the trial court may be correct for both reasons, we affirm on the basis of the National Bank Act because we believe that Act clearly controls the parties\u2019 transaction here.\nThe interest rate which a national banking association may charge is governed by the National Bank Act, Rev.Stat. \u00a7 5197, 12 U.S.C. \u00a7 85 (1988), which reads in pertinent part as follows:\nAny association may take, receive, reserve, and charge on any loan or discount made, or upon any notes, bills of exchange, or other evidences of debt, interest at the rate allowed by the laws of the state. . . where the bank is located, . . .\nOn appeal, the Wisemans impliedly concede that State Bank is a banking association created under the National Bank Act. Accordingly, the rate of interest State Bank can charge on any loan is governed under 12 U.S.C. \u00a7 85 (1988) and is the rate allowed by the laws where State Bank is \u201clocated.\u201d The Wisemans do not contend below or on appeal that charging interest at a rate of thirteen percent is violative of Oklahoma\u2019s usury law. Instead, for reversal, the Wisemans advance the argument that State Bank is not \u201clocated,\u201d as that phrase is defined under 12 U.S.C. \u00a7 85 (1988), in the state of Oklahoma. Specifically, the Wisemans contend that because Arvest Bank Group, Inc., an Arkansas Corporation, owns a majority of State Bank\u2019s stock, the Bank in actuality is \u201clocated\u201d in Arkansas. We disagree.\nIn Marquette Nat\u2019l Bank of Mpls v. First of Omaha Service Corp., 439 U.S. 297, 99 S. Ct. 540, 58 L.Ed.2d 534 (1978), the United States Supreme Court was granted an opportunity to interpret 12 U.S.C. \u00a7 85 (1988) under facts very similar to those here. The First national Bank of Omaha, situated in Omaha, Nebraska, solicited Minnesota customers to take part in its credit card business. The Omaha Bank charged Minnesota customers interest on the balance due at a rate permitted under the laws of Nebraska, but in excess of that permitted by the laws of Minnesota. Marquette National Bank, situated in Minneapolis, Minnesota, brought suit to enjoin Omaha Bank\u2019s credit card business in Minnesota until such time as the Omaha Bank complied with the usury laws of Minnesota. A unanimous Court first held that the Omaha Bank was an instrumentality of the federal government, and as such was necessarily subject to the paramount authority of the United States. Hence, the Court concluded that the interest rate that a national bank may charge was governed by federal law. Further, the Court stated that under 12 U.S.C. \u00a7 85 (1988), the Omaha Bank was \u201clocated\u201d in Nebraska, and accordingly, could charge its customers, whether in-state or out-of-state, a rate of interest permissible under the laws of Nebraska.\nConcerning the definition of \u201clocated\u201d \u2014 the issue now before our court \u2014 the Court stated the following:\nThere is no question but that Omaha Bank itself, apart from its BankAmericard program, is located in Nebraska. Petitioners concede as much. [Cites omitted.] The National Bank Act requires a national bank to state in its organization certificate \u2018the place where its operations of discount and deposit are to be carried on, designating the State, Territory, or district, and the particular county and city, town, or village.\u2019 12 U.S.C. \u00a7 22. The charter address of Omaha Bank is in Omaha, Douglas County, Nebraska. The bank operates no branch banks in Minnesota..\nMarquette, 439 U.S. at 309, 99 S. Ct. at 545-546, 58 L.Ed.2d at 542. In response to Marquette National Bank\u2019s argument that since the Omaha Bank systematically solicited Minnesota residents for credit cards to be used in transactions with Minnesota merchants, the Omaha Bank, therefore, must be deemed to be \u201clocated\u201d in Minnesota for purposes of its credit card program, the Court concluded:\nThe congressional debates surrounding the enactment of \u00a7 30 were conducted on the assumption that a national bank was \u201clocated\u201d for purposes of the section in the State named in its organization certificate. [Cite omitted.] Omaha Bank cannot be deprived of this location merely because it is extending credit to residents of a foreign state.\nMarquette, 439 U.S. at 310, 99 S. Ct. at 546-547, 58 L.Ed.2d at 543.\nAccordingly, we find Wisemans\u2019 argument as to Arvest Bank Group Inc.\u2019s stock holdings in State Bank to be without merit. It is well settled that a corporation is an entity separate from its stockholders. Shipp v. Bell & Ross Enterprises, Inc. 256 Ark. 89, 505 S.W.2d 509 (1974). Consequently, the domicile of the owner of corporate stock has no bearing on the corporation\u2019s \u201clocation.\u201d\nHere, State Bank\u2019s organization certificate recites its charter address as Tulsa, Oklahoma. Also, as was the case in Marquette, State Bank does not have any branch offices in the state of Arkansas. Therefore, under the rationale and holding in Marquette, we conclude that State Bank is \u201clocated\u201d in the state designated in its organization certificate \u2014 Oklahoma. Thus, State Bank is permitted to charge interest \u201con any loan\u201d at rates permissible under the law of Oklahoma. The Wisemans have not alleged or argued that the rates charged by State Bank are usurious under Oklahoma law. For the reasons above, we affirm the trial court\u2019s holding that the Oklahoma interest rate provisions govern the parties\u2019 transaction and their loan agreement is valid.\nCorbin, J., not participating.\nArticle 19, Section 13 of the Arkansas Constitution reads as follows:\nThe maximum lawful rate of interest on any contract entered into after the effective date hereof cannot exceed five percent (5%) per annum above the Federal Reserve Discount Rate at the time of the contract.\nThe parties stipulated that'on the date the contract was entered the Federal Reserve Discount Rate was three percent (3 %). Accordingly, the parties agree that a contract charging 13% in interest is usurious and void if governed by the law of Arkansas.\nSection 85 was originally enacted as \u00a7 30 of the National Bank Act of 1864, 13 Stat. 108. Section 30 was, in its pertinent parts, virtually identical with the current \u00a7 85.",
        "type": "majority",
        "author": "Tom Glaze, Justice."
      }
    ],
    "attorneys": [
      "Bairn, Gunti, Mouser, DeSimone & Robinson, by: Judith A. DeSimone, for appellants.",
      "Hilburn, Calhoon, Harper, Pruniski & Calhoon, Ltd., by: J. Maurice Rogers and Mark K. Halter, for appellee."
    ],
    "corrections": "",
    "head_matter": "Danny W. WISEMAN v. STATE BANK & TRUST, N.A.\n93-177\n854 S.W.2d 725\nSupreme Court of Arkansas\nOpinion delivered May 24, 1993\nBairn, Gunti, Mouser, DeSimone & Robinson, by: Judith A. DeSimone, for appellants.\nHilburn, Calhoon, Harper, Pruniski & Calhoon, Ltd., by: J. Maurice Rogers and Mark K. Halter, for appellee."
  },
  "file_name": "0289-01",
  "first_page_order": 323,
  "last_page_order": 328
}