{ "id": 3441994, "name": "HERITAGE BANK AND TRUST COMPANY, Plaintiff-Appellant, v. WILLIAM C. HARRIS, Illinois Commissioner of Banks and Trust Companies, Defendant-Appellee", "name_abbreviation": "Heritage Bank & Trust Co. v. Harris", "decision_date": "1985-04-29", "docket_number": "No. 84\u20143110", "first_page": "969", "last_page": "979", "citations": [ { "type": "official", "cite": "132 Ill. App. 3d 969" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "381 N.E.2d 222", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "72 Ill. 2d 189", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5443195 ], "pin_cites": [ { "page": "195" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/72/0189-01" ] }, { "cite": "458 U.S. 141", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 636558 ], "weight": 3, "opinion_index": 0, "case_paths": [ "/us/458/0141-01" ] }, { "cite": "302 N.E.2d 313", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "55 Ill. 2d 129", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2938565 ], "pin_cites": [ { "page": "133" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/55/0129-01" ] }, { "cite": "76 N.E.2d 773", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "398 Ill. 480", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2460149 ], "opinion_index": 0, "case_paths": [ "/ill/398/0480-01" ] }, { "cite": "9 N.E.2d 53", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "366 Ill. 366", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2578809 ], "weight": 2, "pin_cites": [ { "page": "374" }, { "page": "374" } ], "opinion_index": 0, "case_paths": [ "/ill/366/0366-01" ] }, { "cite": "3 Ohio St. 1", "category": "reporters:state", "reporter": "Ohio St.", "case_ids": [ 505218 ], "opinion_index": 0, "case_paths": [ "/ohio-st/3/0001-01" ] }, { "cite": "121 U.S. 138", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 678735 ], "opinion_index": 0, "case_paths": [ "/us/121/0138-01" ] }, { "cite": "80 N.Y. 225", "category": "reporters:state", "reporter": "N.Y.", "case_ids": [ 2173302 ], "opinion_index": 0, "case_paths": [ "/ny/80/0225-01" ] }, { "cite": "297 Ill. 228", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5043863 ], "opinion_index": 0, "case_paths": [ "/ill/297/0228-01" ] }, { "cite": "125 Ill. 592", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2937123 ], "opinion_index": 0, "case_paths": [ "/ill/125/0592-01" ] }, { "cite": "54 S. Ct. 632", "category": "reporters:federal", "reporter": "S. Ct.", "opinion_index": 0 }, { "cite": "78 L. Ed. 1463", "category": "reporters:federal", "reporter": "L. Ed.", "opinion_index": 0 }, { "cite": "292 U.S. 599", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 430082, 429924, 429926 ], "opinion_index": 0, "case_paths": [ "/us/292/0599-02", "/us/292/0599-03", "/us/292/0599-01" ] }, { "cite": "188 N.E. 836", "category": "reporters:state_regional", "reporter": "N.E.", "year": 1934, "opinion_index": 0 }, { "cite": "354 Ill. 554", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5290336 ], "weight": 2, "year": 1934, "pin_cites": [ { "page": "563" } ], "opinion_index": 0, "case_paths": [ "/ill/354/0554-01" ] }, { "cite": "387 Ill. 471", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2496569 ], "pin_cites": [ { "page": "478" } ], "opinion_index": 0, "case_paths": [ "/ill/387/0471-01" ] }, { "cite": "19 Ill. 2d 342", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2742628 ], "pin_cites": [ { "page": "350" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/19/0342-01" ] }, { "cite": "432 N.E.2d 855", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "89 Ill. 2d 365", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5493109 ], "weight": 2, "pin_cites": [ { "page": "371" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/89/0365-01" ] } ], "analysis": { "cardinality": 907, "char_count": 24556, "ocr_confidence": 0.762, "pagerank": { "raw": 1.96176426490862e-07, "percentile": 0.7380783590085754 }, "sha256": "6cec33d328c2c66febf87547ce15fd464bdd076c5827945f64bda150bd929711", "simhash": "1:7dcd6e560d743bed", "word_count": 3969 }, "last_updated": "2023-07-14T22:48:37.184543+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "HERITAGE BANK AND TRUST COMPANY, Plaintiff-Appellant, v. WILLIAM C. HARRIS, Illinois Commissioner of Banks and Trust Companies, Defendant-Appellee." ], "opinions": [ { "text": "JUSTICE O\u2019CONNOR\ndelivered the opinion of the court:\nPlaintiff Heritage Bank and Trust Company (Heritage), is an Illinois State Bank. It desires to sell its assets, subject to its liabilities, to Joliet Federal Savings and Loan Association (Joliet Federal), a federally chartered mutual savings and loan association, doing business in Illinois. The sale is subject to the approval of the defendant William C. Harris, Illinois Commissioner of Banks and Trust Companies (Commissioner). He will not approve the sale unless Joliet Federal is \u201cdoing a banking business\u201d within the meaning of the Illinois Banking Act (the Act) and is a \u201cbank\u201d within the meaning of section 68 of the Act (Ill. Rev. Stat. 1983, ch. 17, par. 380). To secure such a judicial determination, Heritage filed a declaratory judgment proceeding. The parties filed cross-motions for summary judgment. After argument, the trial court granted summary judgment for the Commissioner. Plaintiff appeals.\nSections 2 and 68 of the Illinois Banking Act provide in pertinent part (Ill. Rev. Stat. 1983, ch. 17, pars. 302, 380):\n\u201cSec. 2. General definitions. In this Act, unless the context otherwise requires,\n* * *\n\u2018Bank\u2019 means any person doing a banking business whether subject to the laws of this or any other jurisdiction.\n* * *\n\u2018National Bank\u2019 means a national banking association located in this State.\n\u2018Person\u2019 means an individual, corporation, partnership, joint venture, trust estate or unincorporated association.\n* * *\n\u2018State Bank\u2019 means any banking corporation organized under or subject to this Act.\u201d\n\u201cSec. 68. Voluntary Dissolution. A state bank may elect to dissolve voluntarily and wind up its affairs by the act of the bank in the following manner:\n(1) The board of directors shall adopt a resolution recommending that the bank be dissolved voluntarily and directing that the question of such dissolution be submitted to a vote at a meeting of stockholders ***.\n* * *\n(3) At such a meeting a vote of the stockholders entitled to vote thereat shall be taken on a resolution to dissolve voluntarily the bank, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, * * *\n(4) Upon the adoption of such resolution, a statement of intent to dissolve shall be executed in duplicate by the bank, by its president or a vice-president, and verified by him, and the corporate seal shall be thereto affixed, attested by its secretary or cashier which shall set forth:\n* * *\n(h) An executed copy of the contract, if any there be, with another bank, or with the Federal Deposit Insurance Corporation or with both by which another bank assumes all the liabilities of the dissolving state bank.\n* * *\n(6) Duplicate originals of the statement of intent to dissolve *** shall be delivered to the Commissioner for his approval. If the Commissioner disapproves the dissolution, he shall state his objections and give an opportunity to the dissolving bank to amend its statements of intent to dissolve to obviate such objections.\n(7) If the Commissioner finds that the statement of intent to dissolve conforms to the provisions of this Act when all fees and charges have been paid as in this Act prescribed, and *** if there is a contract pursuant to subsection (4)(h), when the Commissioner has approved such contract as being in compliance with the provisions of this Act and not prejudicial to creditors, the Commissioner shall indorse upon each of such duplicate originals the word \u2018Approved\u2019 and the month, day and year of his approval thereof.\u201d\nPlaintiff\u2019s complaint in pertinent part alleged, and defendant admitted by answer:\nAs of March 31, 1984, Joliet Federal had total assets exceeding $500,000,000 and a ratio of capital to total assets of over 6.30%. It offers to consumers interest-bearing negotiable order-of-withdrawal (NOW) accounts and to commercial customers non-interest-bearing NOW accounts. These are the functional equivalents of personal and commercial checking accounts. It also offers savings accounts, takes other time deposits and buys and sells commercial paper and bills of exchange. It makes loans of money on collateral security, negotiates loans and is authorized to make secured and unsecured loans for commercial, corporate, business or agricultural purposes to the extent of 10% of its assets. It buys and sells negotiable securities issued by the government, State, national and municipal, and by other corporations. It is also authorized to perform trust services.\nOn February 23, 1984, plaintiff agreed to sell substantially all its assets, subject to substantially all its liabilities, to Joliet Federal. The acquisition is expressly subject to State and Federal regulatory approvals. Joliet Federal and Heritage intend to accomplish the acquisition through the voluntary dissolution of Heritage, the selling bank, under section 68 of the Illinois Banking Act. Section 68(4)(h) provides for the acquisition of the assets of a dissolving \u201cstate bank\u201d and the assumption of its liabilities, by \u201canother bank.\u201d Section 2 defines the term \u201cbank\u201d as \u201cany person doing a banking business whether subject to the laws of this or any other jurisdiction.\u201d\nThe defendant Commissioner is charged with administering the provisions of the Act. Section 68 requires the Commissioner\u2019s approval of the transaction here sought. The Commissioner refuses to approve the transaction. He does not deny that Joliet Federal meets all the definitional requirements of the term \u201cbank\u201d in section 2 of the Act and is \u201cdoing a banking business,\u201d but believes, however, that the Illinois legislature, in drafting the Act, did not contemplate the assumption of a dissolving State bank\u2019s liabilities by a savings and loan association. This belief is the sole basis on which the Commissioner refuses to approve the transaction.\nWithout a judicial declaration that Joliet Federal is a \u201cbank\u201d within the meaning of section 68(4)(h), the Commissioner will not approve Heritage\u2019s statement of intent, the transaction with Joliet Federal will not be consummated, and Heritage and its shareholders will lose profits and other substantial benefits from the sale.\nBecause there were no genuine issues of material fact, the parties filed cross-motions for summary judgment. On December 11, 1984, the trial court found that Joliet Federal meets all the definitional requirements of the term \u201cbank\u201d and is \u201cdoing a banking business\u201d within the meaning of section 2, but that Joliet Federal is not a \u201cbank\u201d within the meaning of section 68. Accordingly it granted the Commissioner\u2019s motion for summary judgment, denied Heritage\u2019s motion and certified the issue as \u201ca question of importance requiring immediate decision by the appellate court.\u201d\nThe sole question before this court is whether the trial court erroneously concluded as a matter of law that Joliet Federal was not a \u201cbank\u201d within the meaning of section 68 of the Act. We hold that the trial court was in error.\nWhere an act defines its terms, those terms must be construed according to the definitions in the act. In People ex rel. Scott v. Schwulst Building Center, Inc. (1982), 89 Ill. 2d 365, 432 N.E.2d 855, the court said (89 Ill. 2d 365, 371):\n\u201cLegislative intent is to be derived primarily from a consideration of the legislative language itself. \u2018There is no rule of construction which authorizes a court to declare that the legislature did not mean what the plain language of the statute imports.\u2019 (Western National Bank v. Village of Kildeer (1960), 19 Ill. 2d 342, 350.) Moreover, when an act defines its terms, those terms must be construed according to the definitions contained in the act. (Krebs v. Thompson (1944), 387 Ill. 471, 478.) Thus, the term \u2018commodity\u2019 as used in the Illinois Antitrust Act should be construed according to its definition in section 4.\u201d\nSo here, \u201cbank\u201d as used in section 68 should be construed according to its definition in section 2.\nIn section 2, the term \u201cbank\u201d was given a broad, functional definition:\n\u201c \u2018Bank\u2019 means any person doing a banking business whether subject to the laws of this or any other jurisdiction.\u201d\nIn Knass v. Madison & Kedzie State Bank (1933), 354 Ill. 554, 188 N.E. 836, dismissed (1934), 292 U.S. 599, 78 L. Ed. 1463, 54 S. Ct. 632, the court considered the meaning of \u201cdoing a general banking business,\u201d saying (354 Ill. 554, 563):\n\u201cThe language \u2018doing a general banking business\u2019 may not by construction be extended beyond the meaning of like words used in the constitution of the State authorizing the creation of corporations \u2018with banking powers.\u2019 The words \u2018banking powers,\u2019 as used in the constitution, were in Reed v. People, 125 Ill. 592, construed to mean such powers as are ordinarily conferred upon and used by the various banks doing business in the country. The words \u2018general banking powers\u2019 are to be used in their common and ordinary sense. The ordinary and usual powers exercised by banks in doing general banking business are to loan money, to discount notes, receive deposits and deal in commercial exchange. They possess other powers, some of which are specifically conferred by statute, but these are the usual powers exercised in doing a general banking business. (Wedesweiler v. Brundage, 297 Ill. 228; People v. Doty, 80 N.Y. 225; Mercantile Nat. Bank v. City of New York, 121 U.S. 138; Exchange Bank of Columbus v. Hines, 3 Ohio St. 1.) Banking business has expanded as the needs and demands of commercial life have grown.\u201d\nThe facts as alleged in the complaint and admitted by defendant constitute \u201cdoing a banking business.\u201d The trial court so found, but held that it was not a bank under section 68(4)(h).\nSection 68 provides for the voluntary dissolution by a vote of the stockholders, after which a statement to dissolve shall be executed which shall set forth among other things (section 68(4)(h)):\n\u201c(h) an executed copy of the contract, if any there be, with another bank, or with the Federal Deposit Insurance Corporation or with both by which another bank assumes all the liabilities of the dissolving state bank.\u201d\nThe trial court was of the opinion that the legislature, in enacting the Banking Act, did not contemplate the assumption of a dissolving State bank\u2019s liabilities by a savings and loan association. This is pure speculation and flies in the face of the definition of \u201cbank\u201d in section 2.\nThe Illinois Banking Act is a comprehensive statute regulating banking in Illinois. One of its purposes is the protection of State bank customers upon the winding up of the business of a bank. To that end, the Commissioner is charged with the duty of approving the contract by which a State bank voluntarily dissolves and transfers its assets and liabilities to another bank.\nThe purpose behind the policy requiring approval by the then Auditor of Public Accounts (now the Illinois Commissioner of Banks and Trust Companies) was succinctly stated in Continental Illinois National Bank & Trust Co. v. Peoples Trust & Savings Bank (1937), 366 Ill. 366, 374, 9 N.E.2d 53:\n\u201cAmended section 15 expressly provided that one bank could contract in writing with another bank to assume the whole amount of debts and demands against it, but the contract must be first approved by the Auditor of Public Accounts. Such contracts had never before been sanctioned by statute. The provision has several salutary objectives in behalf of banks, stockholders and creditors. The auditor of Public Accounts is the head of the State banking system. He has the facilities for determining the financial strength or weakness of banks. He has the means of ascertaining, with reasonable accuracy, whether a contract is fair or unconscionable, whether it is calculated to imperil the assuming bank or jeopardize the interests of those in the failing bank. He can protect the interests of the creditors and stockholders and compel strict performance of the agreement by the liquidating bank. These factors are essential elements of the amended act.\nThe very purpose of the amendments to section 15 was to give statutory sanction to assumption contracts provided they met with the approval of the Auditor of Public Accounts.\u201d\nThe court in that case noted that the old method of voluntary liquidation was ordinarily impractical, since few banks could make the required deposit. The court then declared that the \u201csalutary\u201d purpose of the 1929 amendments was to safeguard the interests of banks, stockholders, and creditors by permitting a sound purchasing institution to assume a State bank\u2019s liabilities with the approval of the auditor of public accounts. The approving official would be able to ascertain \u201cwith reasonable accuracy, whether a contract is fair or unconscionable, whether it is calculated to imperil the assuming bank or jeopardize the interests of those in the failing [liquidating] bank.\u201d Continental Illinois National Bank & Trust Co. v. Peoples Trust & Savings Bank (1937), 366 Ill. 366, 374.\nThe purpose of present section 68 is the same as the purpose of its predecessor, but the statutory scheme now provides a more comprehensive solution to the same problem. Under section 68(4)(h) the assuming institution may be any \u201cbank,\u201d if the Commissioner is satisfied that the transaction conforms to the provisions of the Act.\nAs defined in section 2, \u201cBank\u201d includes three elements: (1) any person; (2) doing a banking business; and (3) whether subject to the laws of this or any other jurisdiction. Joliet Federal fulfills all three.\n(1) Any person. Section 2 defines a \u201cperson\u201d as an individual, corporation, partnership, joint venture, trust estate or unincorporated association. Joliet Federal is a corporation.\n(2) Doing a banking business. This defines the functions of a bank; it has nothing to do with the form or organization or identity of the controlling regulatory authority. The banking activities of Joliet Federal set out above, considered in the light of the Supreme Court\u2019s opinion defining banking, shows clearly that Joliet Federal satisfied and fulfilled this condition.\n(3) Whether subject to the laws of this or any other jurisdiction. \u201cBank\u201d is a person doing a banking business \u201cwhether subject to the laws of this or any other jurisdiction.\u201d By contrast, a \u201cnational bank\u201d must be \u201clocated in this State\u201d and a \u201cstate bank\u201d must be \u201corganized under or subject to this Act.\u201d The Act thus imposes no jurisdictional limits on the range of institutions that may satisfy the definition of \u201cbank.\u201d A \u201cbank\u201d may be an institution chartered under Federal law or the law of this or of another State. The trial court found that Joliet Federal, which operates under a Federal charter, is subject to the laws of the United States.\nThe section 2 definition of \u201cbank\u201d as thus related to function differs markedly from the definitions in that section of \u201cstate bank\u201d and \u201cnational bank.\u201d The former is \u201cany banking corporation organized under or subject to this Act\u201d; the latter, \u201ca national banking association located in this State.\u201d These two definitions refer to specific territorial jurisdictions over, or the location of, the banking institution. Each excludes certain classes, i.e., \u201cnational bank\u201d is defined to exclude institutions not organized as \u201cnational banking institutions\u201d; \u201cstate bank,\u201d to exclude institutions not organized under or subject to the Banking Act. On the other hand, \u201cbank\u201d is defined solely by function. Statutory authorization, jurisdiction or organizational structure are immaterial.\nSection 68 implements and confirms this distinction between the broad meaning of \u201cbank\u201d and the restrictive definition of \u201cstate bank.\u201d That section requires the dissolving institution to be a State bank, but allows the assuming institution to be simply \u201canother bank.\u201d\nThis distinction is maintained in the Act. Section '31 (Ill. Rev. Stat. 1983, ch. 17, par. 338) states in relevant part:\n\u201cSec. 31. Emergency Sale of Assets or Merger. With the approval in writing of the Commissioner, *** any state bank may, by vote of a majority of its board of directors, and without a vote of its stockholders, sell all or any part of its assets to another state or national bank or to the Federal Deposit Insurance Corporation, or to both a state or national bank and the Federal Deposit Insurance Corporation, provided that a state or national bank assumes in writing all of the liabilities of the selling bank as shown by its records, other than the liabilities of the selling bank to its stockholders as such.\u201d\nThus, this section covering the emergency sale of assets or merger explicitly required the assuming institution to be a \u201cstate bank\u201d or a \u201cnational bank.\u201d Section 68 has no such requirement for a voluntary dissolution. This difference is significant.\nThe Commissioner argues that the words \u201canother bank\u201d in section 68(4)(h) should be read as \u201canother state bank,\u201d because not do to so, he contends, makes the word \u201canother\u201d meaningless or superfluous. We disagree. That section provides for dissolution of \u201ca state bank\u201d by contract \u201cwith another bank, or with the Federal Deposit Insurance Corporation or with both by which another bank assumes all the liabilities of the dissolving state bank.\u201d In this context, by the words, \u201canother bank\u201d the legislature could only have meant a \u201cbank\u201d other than the dissolving State bank. This is the only natural way to read the statute. Far from rendering the word \u201canother\u201d meaningless or superfluous, this reading gives the word its ordinary meaning.\nIf the legislature had intended to provide that the assuming institution must be another State bank, it would have so stated as it did in section 31 of the Act, which provides for the emergency sale of assets of \u201cany state bank\u201d and expressly requires that the purchasing institution be \u201canother state or national bank.\u201d\nAlthough it is true that a court may add, delete, modify or alter words so as to effectuate the intent of the legislature (People ex rel. Barrett v. Anderson (1947), 398 Ill. 480, 76 N.E.2d 773), it \u201ccannot read into the statute words which are not within the plain intention of the legislature as determined from the statute itself.\u201d (Bovinette v. City of Mascoutah (1973), 55 Ill. 2d 129, 133, 302 N.E.2d 313.) Both \u201cbank\u201d and \u201cstate bank\u201d are terms defined in the Act; and a comparison with the language of section 31 shows that the legislature acted deliberately in using the words \u201canother bank\u201d not \u201canother state bank,\u201d in section 68.\nThe Commissioner also argues that his construction of section 68(4)(h) is supported by the General Assembly\u2019s failure in 1983 to pass House Bill 1624 (as amended by amendment No. 1). That bill would have amended section 31 to provide that, in an emergency, a savings and loan association, with the commissioner\u2019s approval, could acquire the capital stock of a State bank. From the nonadoption of the bill, the Commissioner argues that the transaction contemplated by Heritage and Joliet Federal under section 68 is not authorized by existing law. We disagree.\nThe bill left the language of section 68 completely untouched. Moreover, the emergency acquisition of stock contemplated by the bill is very different from the nonemergency transfer of assets, subject to liabilities, provided for in section 68(4)(h). The General Assembly\u2019s failure to enact House Bill 1624 therefore cannot be interpreted to prohibit a savings and loan that does a banking business to acquire the assets of a State bank and assume its liabilities.\nThe amendment of section 31 to authorize the emergency sale of a State bank\u2019s assets to \u201ca savings and loan association\u201d would be necessary because section 31, unlike section 68(4)(h), now authorizes the sale of a State bank\u2019s assets only to \u201canother state or national bank.\u201d Section 68(4)(h) does not contain parallel restrictions, and there was therefore no reason to amend it.\nThe Commissioner further argues that State banks and savings and loan associations are regulated by separate statutes \u2014 State banks by the Illinois Banking Act; savings and loan associations, by the Illinois Savings and Loan Act (Ill. Rev. Stat. 1983, ch. 17, par. 3001 et seq.) \u2014 and that, because the Savings and Loan Act contains no authorization for a savings and loan to purchase the assets of a bank, the absence of such a provision conclusively demonstrates that the legislature never intended to allow a bank to be able to sell all of its assets to a savings and loan. We disagree. The Savings and Loan Act does not control the activities of federally chartered savings and loan associations. It merely assures that Federal associations enjoy, consistent with Federal law and regulations, \u201call of the rights, powers, privileges, immunities and exemptions\u201d granted to State-chartered associations. (Ill. Rev. Stat. 1983, ch. 17, par. 3003.) If that act purported to prohibit federally chartered associations from purchasing the assets of another institution, the Federal Home Loan Bank Board regulations would preempt the Illinois Savings and Loan Act. See Fidelity Federal Savings & Loan Association v. de la Cuesta (1982), 458 U.S. 141, 73 L. Ed. 2d 664, 102 S. Ct. 3014.\nSignificantly, the fact that banks and savings and loan associations are regulated by different statutes was specifically recognized by the legislature in section 2 of the Banking Act when it defines \u201cbank\u201d to involve institutions subject to the laws of \u201cthis or any other jurisdiction.\u201d\nThe transaction between Joliet Federal and Heritage is not a cross-industry merger, but a sale of assets. Consequently it will not result in any conflict between regulatory authorities. Under section 68, the Commissioner has undivided authority over a State bank that enters into a contract to sell its assets to another \u201cbank.\u201d After the contract is approved by the Commissioner, the selling bank dissolves and the purchasing institution simply continues to be regulated by the authorities that regulated it before the transaction. There is no occasion for conflict between regulatory agencies.\nBecause of the recent \u201cintensification of competition\u201d in the banking business between banks and savings and loan associations, the Commissioner argues that the latter should not be generally authorized to purchase the assets of State banks until the legislature determines the effects of such transactions on competition. This argument, however, ignores that fact that Joliet Federal is a bank as defined in section 2 and that the purchase of a State bank\u2019s assets by another bank is governed by the statute and does not require judicial approval. Because the Act authorizes such transactions, only the legislature can amend the Act, not the courts.\nThe Commissioner further argues that this court should accord deference to its interpretation that a savings and loan association should not be considered a bank under the Illinois Banking Act. It is well settled, however, that an \u201cadministrative construction of a statute is not binding if it is erroneous.\u201d (Illinois Power Co. v. Mahin (1978), 72 Ill. 2d 189, 195, 381 N.E.2d 222.) Because we find that his interpretation is erroneous, it is not entitled to deference.\nThe trial court erroneously held that Joliet Federal was not a bank under section 68(4)(h). We find that it was a bank under that provision and reverse that judgment of the circuit court. We remand the cause to the circuit court of Cook County with directions to enter judgment declaring that Joliet Federal Savings and Loan Association is \u201cdoing a banking business\u201d and is a \u201cbank\u201d within the meaning of section 68(4)(h) of the Illinois Banking Act. We further direct the circuit court to declare that the statement of intent and contract to be filed with William C. Harris, the Illinois Commissioner of Banks and Trust Companies, meets the statutory requirements and should be approved by the Commissioner in the manner prescribed by section 68(7) of that Act.\nReversed and remanded with directions.\nCAMPBELL and BUCKLEY, JJ., concur.", "type": "majority", "author": "JUSTICE O\u2019CONNOR" } ], "attorneys": [ "Adams, Fox, Adelstein & Rosen, of Chicago (Randall L. Mitchell, Joel S. Corwin, and Philip Fertik, of counsel), for appellant.", "Neil E Hartigan, Attorney General, of Springfield (Jill Wine-Banks, Solicitor General, and Patricia Rosen, Assistant Attorney General, both of Chicago, of counsel), for appellee." ], "corrections": "", "head_matter": "HERITAGE BANK AND TRUST COMPANY, Plaintiff-Appellant, v. WILLIAM C. HARRIS, Illinois Commissioner of Banks and Trust Companies, Defendant-Appellee.\nFirst District (1st Division)\nNo. 84\u20143110\nOpinion filed April 29, 1985.\nAdams, Fox, Adelstein & Rosen, of Chicago (Randall L. Mitchell, Joel S. Corwin, and Philip Fertik, of counsel), for appellant.\nNeil E Hartigan, Attorney General, of Springfield (Jill Wine-Banks, Solicitor General, and Patricia Rosen, Assistant Attorney General, both of Chicago, of counsel), for appellee." }, "file_name": "0969-01", "first_page_order": 991, "last_page_order": 1001 }