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Office of Thrift Supervision v. Hooper

Citations: 858 F. Supp. 67; 1994 U.S. Dist. LEXIS 9801; 1994 WL 371099Docket: Civ. A. No. 86-0044-H

Court: District Court, W.D. Virginia; June 22, 1994; Federal District Court

Narrative Opinion Summary

This case involves the protracted litigation surrounding Mr. Eugene Hooper's stock holdings in the First Federal Savings and Loan Association, which exceeded regulatory limits. Initially ordered by the Federal Home Loan Bank Board to divest his excess shares, Hooper's noncompliance led to contempt findings, including fines and imprisonment. Efforts to sell the stock were delayed by agency disapprovals and bankruptcy proceedings. Eventually, Uni-Fed Financial Corp. emerged as a buyer, with Hooper's bankruptcy shifting from Chapter 11 to Chapter 7, allowing the trustee to negotiate the stock's sale. Despite objections by Hooper's daughters, the court affirmed its jurisdiction based on prior orders, authorizing the sale of the stock to First Federal Savings Bank of Shenandoah Valley. The court dismissed the defendants' arguments, citing that contractual termination conditions were unmet, and approved the stock transfer to resolve a judgment against Hooper. The matter was deemed exempt from the bankruptcy automatic stay, allowing completion of the sale and settlement of disputes. The Receiver was discharged from further duties upon finalizing the transaction, with the court's jurisdiction confirmed by precedents in regulatory enforcement.

Legal Issues Addressed

Authority to Terminate a Contract

Application: The court determines that termination of the contract can only occur under specific conditions outlined within the contract.

Reasoning: The court clarifies that even if the Hooper daughters claim a right to terminate the contract, they lack such authority as the contract specifies termination can only occur by mutual consent or if regulatory approval is not granted within 365 days of the Change in Control Application—neither of which applies in this case.

Contempt Orders in Regulatory Enforcement

Application: The court has the authority to issue contempt orders to enforce compliance with federal regulatory directives.

Reasoning: The court emphasizes its authority to issue contempt orders and property conveyance mandates as necessary.

Contractual Terms and Enforcement

Application: The court evaluates the contract terms related to previous orders requiring compliance and sale of stock.

Reasoning: Regarding the contract terms, the court states that it will assess them only in relation to prior court orders requiring Mr. Hooper to comply with a Cease and Desist Order and to expedite the sale of excess stock.

Exemption from Bankruptcy Automatic Stay

Application: The court maintains that the matter is exempt from the automatic stay under bankruptcy law due to its nature as a regulatory enforcement proceeding.

Reasoning: Additionally, Hooper is undergoing a Chapter 7 bankruptcy proceeding, but this matter is exempt from the Automatic Stay under 11 U.S.C. § 362(b)(4) as it involves governmental regulatory authority.

Jurisdiction of Federal Courts Over Regulatory Compliance

Application: The court maintains jurisdiction over the enforcement of its orders concerning compliance with federal regulatory directives.

Reasoning: The court finds that it has jurisdiction over the matter due to a prior court order related to Mr. Hooper's noncompliance with a federal regulatory agency's directive.