Courts in other jurisdictions have made similar holdings. ( Fors v. Farrell, 271 Mich. 358; 260 N.W. 886; Todd v. Temple Hospital Assn., Inc., 96 Cal.App. 42; 273 P. 595; Harris Investment Co. v. Hood, 123 Fla. 598; 167 So. 25.) The contention that the complaint is insufficient in that the corporate entity of the holding company may not be pierced is overruled.
cent bank cases under varying circumstances that the stockholders in a company, which holds for them the stock of a bank, are the real beneficial owners of the stock, and, as such, are subject to the assessment when the bank fails, notwithstanding the record ownership or title. This is merely an application of the rule which, before the adoption of the holding company device in banking circles, had announced the liability of the real owner of bank stock, although not registered as such on the bank's books, Pauly v. State Loan Trust Co., 165 U.S. 606, 17 S.Ct. 465, 41 L.Ed. 844; Ohio Valley National Bank v. Hulitt, 204 U.S. 162, 27 S.Ct. 179, 51 L.Ed. 423; and the rule has been recently applied, not only in cases in which an actual intent on the part of the organizers of the holding company to evade an impending statutory liability has been found to exist, as in Corker v. Soper, 5 Cir., 53 F.2d 190; Durrance v. Collier, 5 Cir., 81 F.2d 4; Brusselback v. Cago Corp., 2 Cir., 85 F.2d 20; Harris Investment Co. v. Hood, 123 Fla. 598, 167 So. 25, but also where the holding company was formed for the bona fide purpose of saving the bank or bringing about and controlling an expansion of its business, Metropolitan Holding Co. v. Snyder, 8 Cir., 79 F.2d 263, 103 A.L.R. 912; Barbour v. Thomas, 6 Cir., 86 F.2d 510; Fors v. Farrell, 271 Mich. 358, 260 N.W. 886. Similar results have been reached when the stockholders of a bank have deposited their stock with trustees in order to facilitate the joint operation or the merger of banks.
With these cases there is, I think, no conflict in my application of the law relating to stockholders' liability in South Carolina State banks, as declared by the Supreme Court of South Carolina. See, also, Corker v. Soper (C.C.A.) 53 F. (2d) 190; Laurent v. Anderson (C.C.A.) 70 F. (2d) 819; Barbour v. Thomas (D.C.) 7 F.Supp. 271; United States v. Reading Co., 253 U.S. 26, 40 S.Ct. 425, 64 L.Ed. 760; Harris Investment Co. v. Hood, 123 Fla. 598, 167 So. 25; Fors v. Farrell, 271 Mich. 358, 260 N.W. 886, in connection with Simons v. Groesbeck, 268 Mich. 495, 256 N.W. 496; Forrest v. Jack, 294 U.S. 158, 55 S.Ct. 370, 79 L.Ed. 829, 96 A.L.R. 1457. Having hereinbefore found that the circumstances attending the transfer of stocks in other banks to the investment corporation by certain of the subscribers to investment corporation stock negatived the idea of effort to evade liability thereby, the sole remaining question is whether the corporation was organized and conducted in such manner as to evidence a purpose to evade the statute or modify its intent.
In such a case, the corporate entity may be disregarded and the court will impose liability upon the individuals who used the corporation to avoid the loss. Mayer v. Eastwood S. and Co., 122 Fla. 34, 164 So. 684 (1935); Harris Investments Co. v. Hood, 123 Fla. 598, 167 So. 25 (1936); Tiernan v. Sheldon, 191 So.2d 87 (Fla.App.D.4, 1966). It is clear that International was created to carry on the business of Southern and to avoid the cease-and-desist order which was issued by the Packers and Stockyards Administration, United States Department of Agriculture.
cent bank cases under varying circumstances that the stockholders in a company, which holds for them the stock of a bank, are the real beneficial owners of the stock, and, as such, are subject to the assessment when the bank fails, notwithstanding the record ownership or title. This is merely an application of the rule which, before the adoption of the holding company device in banking circles, had announced the liability of the real owner of bank stock, although not registered as such on the bank's books, Pauly v. State Loan Trust Co., 165 U.S. 606, 17 S.Ct. 465, 41 L.Ed. 844; Ohio Valley National Bank v. Hulitt, 204 U.S. 162, 27 S.Ct. 179, 51 L.Ed. 423; and the rule has been recently applied, not only in cases in which an actual intent on the part of the organizers of the holding company to evade an impending statutory liability has been found to exist, as in Corker v. Soper, 5 Cir., 53 F.2d 190; Durrance v. Collier, 5 Cir., 81 F.2d 4; Brusselback v. Cago Corp., 2 Cir., 85 F.2d 20; Harris Investment Co. v. Hood, 123 Fla. 598, 167 So. 25, but also where the holding company was formed for the bona fide purpose of saving the bank or bringing about and controlling an expansion of its business, Metropolitan Holding Co. v. Snyder, 8 Cir., 79 F.2d 263, 103 A.L.R. 912; Barbour v. Thomas, 6 Cir., 86 F.2d 510; Fors v. Farrell, 271 Mich. 358, 260 N.W. 886." (Italics ours.)
Although rare, an exception to this blanket rule exists where the laws governing the adoption in the foreign state are so different as to be “repugnant to the laws or policy of the state of Florida upon the subject.” Mott v. First Nat'l Bank of St. Petersburg, 98 Fla. 444, 124 So. 36, 37 (1929) (citations omitted); see also Harris Inv. Co. v. Hood, 123 Fla. 598, 167 So. 25, 29 (1936) (describing the exception to the full faith and credit clause for a conflict in public policy as “narrow”). However, “[l]ightweight contrary policies in one state will not counterbalance the top-heavy compulsion of the full faith and credit clause of the federal constitution to observe and enforce the judgments of another state.”
Therefore, unless it can be said that the present case falls within that very narrow exception which permits a state to refuse to enforce a foreign judgment when to do so will contravene a strong public policy of the state being called upon to enforce the judgment, the court below was clearly correct in giving the federal court order res judicata effect. We repeat that "the room left for the play of conflicting policies is a narrow one," Harris Investment Co. v. Hood, 123 Fla. 598, 609, 167 So. 25, 29 (1936) ( quoting from Broderick v. Rosner, 294 U.S. 629, 55 S.Ct. 589, 79 L.Ed. 1100 (1935)), and thus, "[l]ightweight contrary policies in one state will not counterbalance the top-heavy compulsion of the full faith and credit clause of the federal constitution to observe and enforce the judgments of another state." State of Minnesota v. Taran, 164 So.2d 893, 894 (Fla. 3d DCA 1964).
" In Harris Inv. Co. v. Hood, 123 Fla. 598, 167 So. 25, 29, the Supreme Court of Florida quoted the language of Justice Brandeis in an earlier opinion of the Supreme Court of the United States, Broderick v. Rosner, 294 U.S. 629, 55 S.Ct. 589, 79 L.Ed. 1100, saying: "* * * the full faith and credit clause does not require the enforcement of every right which has ripened into a judgment of another state or has been conferred by its statutes.