*1 the cliche) worked it must be shown that signal agree- one to homing guiding A purpose for corporation that was formed the of conclusion the trial court’s ment with upon by- perpetrating its customers device fraud Roofing was a utilized Mobile con- liability evi- creditors. “dissolution” to avoid personal evade was Cohen to sequences judgment only another impending judgment Burrell the dence that evidentiary tending factor to the deduction corporation caused him “dis- against the Roofing ego that Mobile was the alter of corporation personal and assume solve” the corporation A liabilities, save “dissolved” responsibility corporate Cohen. for enjoy no stand- evade creditors can more judgment. except and the Burrell entity apart an separate as and from out in De pointed This court C. E. its and alter who ego, sole stockholders Co., supra, velopment by reference to other purpose, it for than a cor- “dissolved” that authorities, including Coal Min. & Dixie poration accomplish formed to eva- Williams, v. 221 Ala. So. Mfg. Co. Co., Mfg. supra. sion. Dixie Coal Min. & necessarily a actual fraud is not permit equi- To either would eradicate the theory sep predicate discarding for the of principles table underlie the reasons It be corporate arate existence. also separate disregarding corporate the en- prevent inequita injustice discarded to tity particular partic- the case under the for an consequences. Again ble excellent circumstances, already ular we have dis- discussion, instance, the general in this cussed. entity, purpose disregard corporate today The effect of our decision Fletcher, Cyc. Corp. (Perm.Ed.) see Vol. subject personal liability 41.2, p. will not Cohen to Volume, 1974Revised 179. § judgment. other than the Burrell argues consistently did that he not Cohen Only rights par~ the and liabilities of the corporate entity im- disregard the and that case, ties in this in the circumstances of position personal liability should be not case, may adjudicated. Fletcher, this be made the as to contract entered into with Cyc. Corp., 41.2, supra. corporation during validly ex- years the Affirmed. corporation. argument isted as This This is misconceives issue. an action HEFLIN, J., BLOODWORTH, C. judgment Cohen for a make liable ALMON, FAULKNER and JJ., concur. corporation. against It ac- is not an corpo- tion on the made with contract

ration; judgment against liquidated this

damages recovered in action. complaint alleges and the answer admits sought plaintiff first to collect from judgment corporation. Because So.2d corporation, of Cohen’s “dissolution” CLUB, INC., et al. EBONY there judg- no assets were from which the personally ment could be Cohen collected. liability corporate assumed for all ex- debts STATE of ex rel. Fred SIMP Alabama B. cept judgment. By “dissolution” SON, Attorney, Twenty-Third District sought judgment. he to evade the These Judicial Circuit Alabama. precisely type are of acts which a court SC 1290. equitable the exercise of its inherent Supreme Court Alabama. powers may view to differentiate form from the substance. Sept.

Cohen also contends that in order “pierce corporate (an veil” over- m

Watson, Mason, Huntsville, Moore & appellants. in Madi- City of is located Twenty- Triana Atty., Simpson, Dist. B. Fred less County population Huntsville, ap- son and has Circuit, Third Judicial 135,000. than pellee. December, 1974, brought state In quo proceeding Circuit warranto asking that court Court of *3 enjoin Ebony operating The Club from City of drinking a establishment Triana. City

The trial court found authority a license Triana had no to issue Ebony prem- to The for the sale on Club beverages; ises that the ABC of alcoholic authority the laws of Board had no under of Alabama to issue a license for State perma- beverages; sale such nently operating a enjoined the club from drinking establishment in Triana. appeal judgment. is from this It affirmed. legislature passed following

The 1971 act, County: which relates to Madison

“Act No. 2490

"An Act having popula-

“Relating to counties 175,000 not less than nor more tions of 300,000; regulating the sale than further beverages in counties such alcoholic municipalities therein. and certain Legislature Al- by It Enacted "Be : abama apply in Act shall 1. This “Section populations less having of not counties 300,000 175,000 ac- more than than nor any subsequent last or cording to the SHORES, Justice. federal decennial census. stipulated were and are basi- facts any 2. It is unlawful “Section cally as follows: firm, corporation, or person, association spirituous any or offer to sell nonprofit to sell or corpora- is a Ebony Club county subject liquor any in vinous principal place tion with its of business except Ala- act at provisions of this Triana, private It exists as a Alabama. Board Beverage Alcoholic Control in- bama beverages, for the club sale of alcoholic stores, to offer to or to sell or wine, liquor cluding liquor, and beer. The county malt or any any within approved liquor application of Triana po- except beverages within brewed liquor issued a license and the ABC Board incorporated mu- of an jurisdiction lice to the club. however, Ala- thereof; Legislature It Enacted nicipality provided, “Be any county subject provi- bama to the : act, wholesaler, any sions of this distrib- In it is “Section jobber, utor or or retailer licensed to sell firm, person, corpora- any unlawful beverages malt brewed also be or shall tion or association to sell or offer to sell provided authorized sell draft beer spirituous liquor any except or vinous at said draft beer shall not be held for sale Beverage Alabama Alcoholic Control exceeding in containers a maxi- or sold liquor stores, offer Board or to sell or to capacity However, mum of 288 ounces. county any or to sell within said malt the council or commission of munici- po- beverages except brewed within pality having pop- within such counties incorporated jurisdiction lice an mu- 135,000 ulation of not less than nor more however, thereof; nicipality provided 185,000 according than last or any wholesaler, distributor, jobber re- subsequent federal decennial census tailer licensed malt brewed to sell *4 regulate spiritu- license and the sale of beverages shall also be authorized to liquors ous or vinous and or malt brewed provided draft beer said draft beer shall beverages private in clubs within the not held for sale in be or sold containers City any city, may limits of such and exceeding capacity a maximum of 288 adopt and enforce such ordinances as However, ounces. the council or com- may necessary be considered for such City may mission the li- of of Huntsville purpose. Act, in the term As used this spirituous regulate cense and the sale of meaning ‘club’ shall the ascribed to have liquors or vinous malt or brewed and 1940, in such term Alabama Code Title beverages private city in clubs within the 29, 1(f). Section limits, may adopt and and enforce such parts “Section 3. All laws and of may as be considered neces- ordinances in laws conflict with this Act are re- sary purposes. for such As used in this pealed. Act, the term ‘club’ shall have the mean- in ascribed to such term Alabama provisions “Section 4. The of this 1940, 29, 1(f). Code Title Section part Act are severable. If Act is declared invalid or unconstitu- parts 2. All laws or of laws “Section tional, such declaration shall not affect hereby conflict this Act are which with part the which remains. repealed. “Section 5. This Act shall become ef- provisions this “Section 3. immediately upon fective passage its and any part of the Act are severable. If approval by Governor, the upon its or Act is declared invalid or unconstitu- becoming otherwise a law. tional, not affect such declaration shall part the which remains.

“This Act became a law on October 13, [sic, 1971 under 124 Section of 125] Act shall become ef- “Section 4. This the approval by Constitution without the upon immediately passage fective and its Governor.” Governor, upon approval by the or its becoming otherwise a law. Legislature passed The 1973 Act No.

998, relating also County, to Madison a law under “This Act became Section provides: which 6, September on 125 of the Constitution approval the by without Governor.”

1973 “An Act Appellant contends that these acts vio- impair- (relating 22 laws late Art. to “Relating and § obligation Huntsville; ing the of contracts and to laws City regulating further ; granting special privileges immunities) beverages the sale of alcoholic therein. 425 monopolies); danger community, tended with (prohibiting 103 Art. § may, said, special, pri- already entirely prohib- be (prohibiting 104 Art. § ited, ; permitted cases) or be specified in under such condi- or local law vate special, private tions as will limit to the utmost its evils. (prohibiting Art. § Alabama, manner regulation and extent ; laws) Constitution or local rest governing discretion of the authority. authority may That in vest population upon a Act, based The 1971 may proper officers as it deem per- classification, general act. We awas power upon of passing applications for objections consider no need to ceive permission on, carry and to li- issue validity of this appellant as to made purpose. censes for that It is a matter prohib- act, is also of Triana since legislative only. many will As in oth- li- approving a authorizing or ited from cases, er always the officers not ex- Act, is a quor license under the 1973 power upon ercise the conferred them of the Con- It is true that local act. justice parties with wisdom or af- legislature prohibit the from stitution does fected. But that is a matter which does special, private or local law passing a state, not affect authority However, cases. thirty-one enumerated one which can be brought cog- under the in- also that section the Constitution nizance of courts of United language: following cludes Christensen, Crowley States.’ 137 U. “ 86, 91, 92, 13, 15, S. S.Ct. L.Ed. provided nothing . . . *5 620.” shall affect this section or article local

right legislature to enact Appellant that the state contends prohibiting liquor regulating laws estopped license, deny should be it a to traffic; but such local law shall be no operating since has been under one is have been unless notice shall enacted sued Triana for several given required in 106 of this section years. agree. legislature We do not Constitution.” right has under the Constitution State complied It is conceded 106 was change regard regulat the law with with in so far is concerned. as Act No. 998 liquors intoxicating at time. In F. Garber, Brewing Cook W. Co. v. 168 F. power regulate legislative 942, (M.D.Ala., 1909), 948 N.D. the follow legisla liquor is absolute. The the sale ing appears: fit, pro may regulate it as it sees ture “ State, entirely. Fulton v. 171 Ala. hibit long . . .So as the state law State, 54 Dowda v. (1911); 688 So. recognizes right to make and vend (1919); 324 Arm 203 Ala. 83 So. intoxicating occupation is liquors, State, v. 248 Ala. 26 874 strong So.2d protection law, under the but even (1946). carry then it at mere license to is most occupation, on an be revoked Restaurant, In Paulson’s Steerhead Inc. arbitrary Legislature at at the will of the 235, 239, Morgan, v. Ala. 139 So.2d 273 Legislature chooses to time. If the ap- (1962), quoted, this court with right occupation, there is no outlaw proval, following: property in the business in which the protected by is owner Constitution “ ‘ * * * right is no inherent There and laws or of the either of state intoxicating li- in a citizen to thus ” . . . United States. quors by privilege It is not a retail. citizen of the state or of citizen assignments have considered other We at- United As it a business States. of error and find no basis for reversal. therefore, is, appealed from judgment affirmed.

Affirmed. J.,

HEFLIN, and MERRILL and C. MADDOX, JJ., concur.

JONES, specially. J., concurs

JONES, (concurring specially) : Justice opinion,

Although concur in the I enjoined suggests name of the club here discriminatory application the stat- me issue, however, ute This is not involved. developed by raised or the record. So.2d

Lynn BLACKMON CORPORATION, CHRYSLER MOTORS *6 INC., corporation, Chrys and Beltline Plymouth, corporation. ler Inc., a SC 984. Supreme Court of Alabama.

July 31, 1975.

McDermott, Coleman, Mobile, Deas & Ball, Bay Minette, Owen appel- & lant.