184 Ga. App. 380 (1987)
361 S.E.2d 682
CLARK
v.
THE STATE.
74428.
Court of Appeals of Georgia.
Decided September 15, 1987.
Rehearing Denied September 30, 1987.
W. Bruce Maloy, for appellant.
Lewis R. Slaton, District Attorney, H. Allen Moye, Assistant District Attorney, for appellee.
POPE, Judge.
Jeffrey Lane Clark brings this appeal following a bench trial which resulted in his convictions and sentences of trafficking in cocaine, possession of diazepam, and possession of marijuana with intent *381 to distribute. The errors enumerated challenge the sufficiency of the evidence and the execution of a search warrant pursuant to which the illegal drugs were seized. Held:
For the purpose of resolving issues of fact in the court below, the parties stipulated the following facts as true. On November 16, 1984 officers of the Atlanta Bureau of Police Services secured a search warrant for the premises located at 1080 Monroe Drive in Atlanta, Fulton County, Georgia. The facts contained in the affidavit for the warrant were stipulated to be correct and showed that on November 15 the affiant received information from a confidential informant who stated that Richard Stanley Baldwin was selling, storing and concealing MDA and LSD at the Monroe Drive address. On November 16 the informant was searched and given a quantity of city funds to attempt to purchase drugs from Baldwin. After being searched the informant was observed by affiant and other officers to go to the subject premises, knock and follow a white male around the south side of the house. After a brief period the informant exited the house and met with the officers and gave them one brown vial containing suspected MDA and one plastic envelope containing four suspected LSD tabs. The informant was then searched again. Prior to entering the subject premises the informant was under constant surveillance by the officers until he delivered the purchased drugs to them.
At or about 8:20 p. m. on November 16 the search warrant was executed at the Monroe Drive address. At the time the officers arrived at the premises, Baldwin was standing on the front porch of the house, conversing with Clark. When the officers approached, Baldwin ran inside the house and closed and locked the door. The house was Baldwin's, and Clark was a visitor. Clark was detained in the front yard of the premises and frisked. In his pants was a hard object which was seized. The object was a vial containing liquid believed to be contraband. Clark was then arrested. The officers also found $1,420 in currency on Clark's person. Of the currency, $80 checked out as city funds previously employed and identified in the affidavit to the search warrant.
In the driveway of the premises was a white Cadillac limousine with black-tinted windows. While searching defendant Clark, officers observed movement in the Cadillac. They proceeded to ask co-defendants Richard Berry and Derrick Avery Lumpkin to step from the vehicle. They were also frisked and taken into the residence. Once inside, Berry and Lumpkin were advised that they were free to leave. However, a search of the Cadillac produced contraband and weapons, and Berry and Lumpkin were then arrested. When initially removed from the vehicle, Berry advised officers that he was the driver for a named attorney and had driven Clark to the Monroe Drive address in the Cadillac. Defendants Clark, Berry and Lumpkin had an expectation *382 of privacy in the Cadillac limousine, having driven together to the subject premises in said Cadillac.
A search of the Cadillac produced a pistol and semi-automatic rifle and ammunition, as well as scales, a "cutting kit" and miscellaneous drug paraphernalia. The search of the car also produced 147 grams of marijuana, 117 grams of cocaine, and quantities of diazepam and MDA. The search of Baldwin's house produced 653 grams of marijuana and quantities of LSD, methamphetamine, MDA and diazepam.
1. "The evidence in the instant case would authorize a finding that the defendant [Clark], and the others having equal access to the drugs, were in joint constructive possession of the contraband. [Cits.]" Garvey v. State, 176 Ga. App. 268, 275 (335 SE2d 640) (1985); Castillo v. State, 166 Ga. App. 817 (2) (305 SE2d 629) (1983). Cf. Blount v. State, 181 Ga. App. 330 (3) (352 SE2d 220) (1986), wherein defendant husband was not connected to the contraband discovered in his wife's automobile. Viewing the evidence in a light most favorable to the verdict, we find the evidence sufficient to exclude every reasonable hypothesis save defendant Clark's guilt and also sufficient to enable any rational trier of fact to have found him guilty of the subject trafficking and possession charges beyond a reasonable doubt.
2. We find no merit in Clark's assertion that the search of the subject Cadillac exceeded the scope of the search warrant. The vehicle was parked within the curtilage of the subject premises, and there was some evidence to connect the vehicle with the premises, viz, Clark's possession of both suspected drugs (in a vial similar to that which had earlier been obtained at the premises by the confidential informant), and also city funds which had been used to purchase drugs from Baldwin, the owner of the premises. See Blount v. State, 181 Ga. App. at 335-336, supra; Albert v. State, 155 Ga. App. 99 (270 SE2d 220) (1980).
3. We likewise find no merit in Clark's assertion that the seizure of the currency from his wallet was without justification. Under the circumstances stipulated in this case, the police officers were authorized to frisk Clark "[t]o prevent the disposal or concealment of any instruments, articles, or things particularly described in the search warrant." OCGA § 17-5-28 (2). See Wood v. State, 224 Ga. 121 (1C) (160 SE2d 368) (1968); Campbell v. State, 139 Ga. App. 389 (3, 4) (228 SE2d 309) (1976), cert. den., 429 U. S. 1083 (1977). Cf. Ybarra v. Illinois, 444 U. S. 85 (II) (100 SC 338, 62 LE2d 238) (1979), holding that a person's mere propinquity to others independently suspected of criminal activity does not, without more, give rise to probable cause to search that person. The vial containing suspected drugs was thus properly seized pursuant to the warrant from the pocket of Clark's pants, cf. Wyatt v. State, 151 Ga. App. 207 (1b) (259 SE2d *383 199) (1979), providing probable cause for Clark's arrest. It is settled law that an officer at the time of a lawful custodial arrest may, even without a warrant, make a full search of the person of the accused. Stoker v. State, 153 Ga. App. 871 (1) (267 SE2d 295) (1980).
Judgment affirmed. Birdsong, C. J., and Deen, P. J., concur.


                                PUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT

                               No. 12-1739

MARY JOHNSON,

                Plaintiff - Appellant,

FORD JOHNSON,

                Counter Defendant - Appellant,

           v.

UNITED STATES OF AMERICA,

                Defendant - Appellee.

Appeal from the United States District Court for the District of
Maryland, at Greenbelt.    Deborah K. Chasanow, Chief District
Judge. (8:09-cv-00787-DKC)

Argued:   September 17, 2013                Decided:   November 5, 2013

Before WILKINSON, DUNCAN, and AGEE, Circuit Judges.

Affirmed by published opinion. Judge Agee wrote the opinion, in
which Judge Wilkinson and Judge Duncan joined.

ARGUED: Diana M. Schobel, DMS LAW, LLC, Frederick, Maryland, for
Appellants.  Gretchen M. Wolfinger, UNITED STATES DEPARTMENT OF
JUSTICE, Washington, D.C., for Appellee.      ON BRIEF: Rod J.
Rosenstein, United States Attorney, OFFICE OF THE UNITED STATES
ATTORNEY, Baltimore, Maryland; Kathryn Keneally, Assistant
Attorney General, Teresa E. McLaughlin, Tax Division, UNITED
STATES DEPARTMENT OF JUSTICE, Washington, D.C., for Appellee.

                              2
AGEE, Circuit Judge:

     Mary Johnson (“Mrs. Johnson”) brought this suit against the

United      States     seeking     a   refund    of    payments      on   a   federal

withholding tax penalty assessed against her under 26 U.S.C.

§ 6672. 1        The Government counterclaimed against both Mrs. Johnson

and her husband, Ford Johnson (“Mr. Johnson”), individually, to

reduce      to    judgment   the   remaining     balance      of   the    trust   fund

recovery     penalties       assessed   against       them.    The    Johnsons     now

appeal the district court’s grant of summary judgment to the

Government against each of them.                For the reasons that follow,

we affirm the judgment of the district court.

                                          I.

     The following facts are either uncontroverted, taken in the

light most favorable to the Johnsons, or have been admitted by

the Johnsons in their pleadings. 2              In 1969, Mr. Johnson formed a

     1
       The § 6672 assessment was made against Mrs. Johnson for
the following tax quarters ending: December 31, 2001; September
30, 2002; March 31, 2003; June 30, 2003; June 30, 2004;
September 30, 2004; and December 31, 2004. (J.A. 27.)
     2
       When reviewing the district court’s grant of summary
judgment, we construe the facts in the light most favorable to
the Johnsons, the nonmoving party.    Laber v. Harvey, 438 F.3d
404, 415 (4th Cir. 2006) (en banc); see also Bright v. QSP,
Inc., 20 F.3d 1300, 1305 (4th Cir. 1994), cert. denied, 513 U.S.
(1994) (statements in a party’s pleadings are conclusively
binding on that party).

                                          3
non-profit corporation, Koba Institute, Inc. (“Koba Institute”), 3

to perform various government contracts in conjunction with Koba

Associates, Inc. (“Koba Associates”), a for-profit corporation

that he owned and managed.            When Koba Associates failed to pay

its payroll taxes in the mid-1990s, the Internal Revenue Service

(“IRS”)    assessed     trust    fund   recovery   penalties      against   Mr.

Johnson pursuant to 26 U.S.C. § 6672. 4            The outstanding payroll

taxes,    accompanied    by     the   lien   subsequently   imposed    on   Mr.

Johnson for the § 6672 trust fund recovery penalties, ultimately

led Mr. Johnson to close Koba Associates. 5           The presence of the

lien severely limited Mr. Johnson’s ability to obtain credit for

Koba Institute.

     3
        Koba Institute provides residential                 and    educational
services to special needs children in Maryland.
     4
       Section 6672 provides in pertinent part:

            Any person required to collect, truthfully
            account for, and pay over any tax imposed by
            this title [a “responsible person”] who
            willfully fails to . . . account for and pay
            over such tax, or willfully attempts in any
            manner to evade or defeat any such tax or
            the payment thereof, shall, in addition to
            other penalties provided by law, be liable
            to a penalty equal to the total amount of
            the tax evaded, or not collected, or not
            accounted for and paid over.

26 U.S.C. § 6672(a).
     5
        When the IRS assessed trust fund recovery penalties
against Mr. Johnson for the failure of Koba Associates to pay
its payroll taxes, the IRS considered assessing the same
penalties against Mrs. Johnson but ultimately declined to do so.

                                        4
     This    fiscal   reality   led    Mr.   Johnson   to    approach   Mrs.

Johnson about restructuring Koba Institute so as to facilitate a

continuation    of    their   business.      In   1998,     Koba   Institute

converted to a for-profit corporation under Maryland law, with

Mrs. Johnson as its sole shareholder.         Because Mrs. Johnson “was

not encumbered by a lien” like Mr. Johnson, her status as the

corporation’s owner enabled Koba Institute to enter into leases

and other contracts, as well as obtain lines of credit based on

Mrs. Johnson’s endorsement.      (J.A. 998.)

     As the sole shareholder of Koba Institute, Mrs. Johnson

elected herself as chair of the corporation’s board of directors

in 2001.    The corporation’s bylaws require that the chair of the

board “be elected President of the Institute.”                (J.A. 615.) 6

     6
         The bylaws describe the president’s role as follows:

            The President [who] shall be chairperson of
            the Board of Directors . . . shall preside
            at   all   meetings    of   the Board  and/or
            officers.    [S]he shall review, approve and
            recommend to the Board all proposed projects
            and budgets on an annual basis. [S]he shall
            be authorized to execute . . . legal papers,
            documents and instruments on behalf of the
            Institute.       [S]he    shall have  general
            authority to manage the business and affairs
            of the Institute on a day to day basis,
            subject to and in accordance with the
            directions of the Board of Directors.

(J.A. 617–18.)   The bylaws also authorize the board members to
“approv[e] . . . proposed projects and budgets,” “establish[ ] .
. . banking relations including [the] power to borrow money,”
(Continued)
                                      5
According to the Johnsons, because they had agreed that Mrs.

Johnson would be the primary caregiver of the couple’s children,

Mrs. Johnson “delegated” and “entrusted” her authority in the

corporation to Mr. Johnson, and thereafter elected Mr. Johnson

president     of    Koba    Institute    on    February     20,   2001,

notwithstanding the contrary bylaw requirement.           (See J.A. 16,

478, 480, 1481–82, 1515.)      Mrs. Johnson, in turn, served as the

corporation’s vice president.

     The same day that Mrs. Johnson appointed herself as board

chair, February 20, 2001, Koba Institute’s board of directors—

comprised of the Johnsons and an unrelated corporate secretary—

unanimously approved the following resolution:

            The present holders of the offices of
            President,   Vice-President,      Treasurer   and
            Secretary are authorized to sign checks,
            drafts, instruments, . . . and . . . orders
            for   the   payment    of   money    from   [Koba
            Institute]   accounts,    to    endorse   checks,
            instruments, evidences of indebtedness and
            orders payable, owned or held by [Koba
            Institute],    and   to   .    .   .   sign   any
            application, deposit agreement, signature
            card or other documentation required by the
            Bank   [of   America],    with    the   following
            limitation: . . . that either Ford T.
            Johnson,      Jr.     (President       of     the
            Company/Treasurer) or Mary L. Fogg Johnson
            (Vice-President of the Company/Chairperson)
            may act alone or with any other named
            signatory    to    said     accounts     in   any

and “control and manage[ ] . . . property, including [the] power
to purchase, . . . and dispose of the same.” (J.A. 616–17.)

                                   6
              transactions with the Bank; however, any
              transactions . . . which are not signed by
              either [of them] must be signed by at least
              two of the following people . . . .

(J.A. 612 (emphasis added).)             Koba Institute’s payroll account

expressly     provided    that   Mrs.    Johnson      had    the   power    to   “sign

singularly” on that account.            (J.A. 647, 651, 670; see also J.A.

537–38, 1486–87.)

     Having     “delegated”      her    authority       to   Mr.    Johnson,      Mrs.

Johnson’s     actual     involvement     at    Koba     Institute     was    limited

during the 2001 through 2004 period.                  Nonetheless, she had an

office   at    Koba    Institute   and       received    a    significant        annual

salary ranging from approximately $100,000 to $193,000, as well

as a corporate car and cell phone.                 In addition, the rent for

Mrs. Johnson’s residence, shared with Mr. Johnson, was provided

by Koba Institute. 7

     In the 2001 to 2004 period, Mrs. Johnson only came to work

once per month.         When she did so, she would approve any board

resolutions,     such    as   ratification       of    Mr.    Johnson’s     acts    as

president, or perform tasks in the human resources department.

Thus, while Mrs. Johnson may have given an opinion regarding

     7
       During the same periods, Mr. Johnson received no direct
salary from the corporation, instead having Koba Institute pay
the rent for the couple’s home. In 2001, 2002, and 2004, these
rent payments totaled between $40,000 and $50,000.   (J.A. 468–
69, 473, 556, 594–95.) In 2003, however, Koba Institute did not
make any rent payments on Mr. Johnson’s behalf, and he received
no compensation from the corporation.

                                         7
hiring and firing employees during the relevant time frame, Mr.

Johnson made the ultimate decisions regarding employment.                     (See

J.A. 1508–09, 1608, 1661.)        Indeed, because Mr. Johnson oversaw

the corporation’s day-to-day operations, other employees viewed

him as “the one who decides everything” and went to Mr. Johnson—

rather than Mrs. Johnson—with any questions that arose in the

business, including financial matters such as the payment of

payroll taxes.    (J.A. 1605.)

     When Mr. Johnson was out of the office, he left explicit

instructions     for   Mrs.   Johnson       to   follow      on    Koba   Institute

business,   including     which   checks         to   sign    in    his   absence.

Because of her limited involvement with the corporation’s daily

operations, however, Mrs. Johnson was unaware of “the background

or the context” for these checks and did not feel comfortable

signing any checks that Mr. Johnson had not authorized.                       (J.A.

1576.)   Accordingly, from 2001 through 2004, she never attempted

to write checks that Mr. Johnson had not already approved.

     Near the end of 2004, Mrs. Johnson received a notice from

the IRS that Koba Institute had not paid its payroll taxes for

several quarters from 2001 through 2004.                  Prior to that time,

Mrs. Johnson was unaware that the payroll taxes were unpaid.

Upon receipt of the notice, she had “a serious talk” with Mr.

Johnson and “told him” that the situation was “unacceptable” and

that Koba Institute had “to take steps to make sure that it [did

                                        8
not] happen again.”             (J.A. 1501.)           Mrs. Johnson then fired the

finance director, who had been tasked with making payroll tax

payments, and “directed Mr. Johnson to personally handle all

future      tax   payments      as    of     January       2005.”    (J.A.   17.)       She

“required” Mr. Johnson to provide her with “visual proof” of all

withholding tax payments that Koba Institute subsequently made.

(J.A. 17.)        Additionally, at least with regard to the payroll

account, Mrs. Johnson no longer followed the prior procedure for

check authorization; that is, she no longer required instruction

from Mr. Johnson before writing checks herself from the payroll

account for payment of the taxes.

      Due to Mrs. Johnson’s “revamped oversight of tax payments,”

Koba Institute began remitting its post-2004 payroll taxes to

the   IRS    in   full    and,       generally,       on    time.    (J.A.   17.)      The

corporation       did    not,    however,       pay    the    outstanding     delinquent

payroll      taxes      for   the     2001    through       2004    delinquent      periods

although it continued to pay its other business debts, such as

employee wages and Mrs. Johnson’s compensation.                          Subsequently,

the   IRS     assessed        trust    fund     recovery       penalties     (the    “100%

penalty”) against Mr. and Mrs. Johnson individually, pursuant to

                                               9
26 U.S.C. § 6672. 8           Mrs. Johnson later paid $351.00 toward her

assessed penalty.

        On March 30, 2009, Mrs. Johnson filed suit in the United

States District Court for the District of Maryland seeking a

refund of the penalty she had paid, asserting that the § 6672

assessment against her was erroneous. 9               The Government filed a

counterclaim against both of the Johnsons in order to reduce its

assessments     to    judgment,     seeking   to   recover     the   balance   of

assessments     due,      including    penalties,       interest,    and   costs.

Based upon transcripts of account showing the balances due as of

August 22, 2011, the Government ultimately sought to recover

$304,355.90 from Mrs. Johnson and $240,071.12 from Mr. Johnson.

     The Government filed separate motions for summary judgment

against Mr. and Mrs. Johnson, contending that each was liable

under    §   6672    as   a   “responsible    person”    who   had   “willfully”

failed to pay over the withheld payroll taxes.                  The Government

supported     the     assessments     with    Forms      4340—Certificates     of

Assessments, Payments, and Other Specified Matters, noting that

the assessments on the Forms 4340 were presumptively correct and

that the burden fell on the Johnsons to demonstrate otherwise.

     8
       The § 6672 trust fund recovery penalty is commonly termed
the “100% penalty” by tax practitioners and we use that term
here for the § 6672 penalties assessed.
     9
       Mrs. Johnson initially named the IRS as the defendant in
this action.   The parties subsequently agreed that the proper
defendant was the United States, which was substituted as such.

                                        10
The Government also moved to strike the reports and testimony of

an expert witness the Government anticipated the Johnsons would

rely upon in opposing summary judgment.

       The   Johnsons      jointly      opposed       the      Government’s       motion    to

strike,      and    separately      opposed        the    Government’s        motions      for

summary judgment.           Mr. Johnson also moved for partial summary

judgment against the Government as to him.

       The   district      court    granted         the    Government’s         motions    for

summary      judgment,      denied      Mr.        Johnson’s      motion      for      partial

summary judgment, and denied the Government’s motion to strike

as   moot.         With   respect      to   Mr.      Johnson,      the    district       court

determined that the assessment against him was valid, rejecting

his argument that the assessment was not made within the three-

year   limitations        period     established          by     I.R.C.   §     6501.      The

district court then concluded that no material issue of disputed

fact remained as to Mr. Johnson.

       With respect to Mrs. Johnson, the district court held that

she had also failed to show a genuine dispute of material fact

regarding      her    liability.            The     court      determined       that     “Mrs.

Johnson was a responsible person at Koba Institute during the

relevant      quarters      even       though        her       participation        in     the

corporation’s        affairs     was    minimal,”          and    that    she    had     acted

“willfully” in failing to see to it that the outstanding tax

liabilities were paid.           (J.A. 253, 268.)

                                              11
       The district court also concluded that the judgment entered

against Mrs. Johnson would not result in a double recovery for

the Government.          The      court     noted    the   Government’s       policy    of

retaining       only   one     full       satisfaction     of     an   underlying      tax

liability despite it being able to attempt to collect against

any responsible party, and reasoned that any potential issues

could be avoided through careful drafting of the final judgment

order.

       Finally, the district court denied as moot the Government’s

motion to strike the reports of the Johnsons’ expert and to

exclude his testimony at trial, finding that in their opposition

to the Government’s motions for summary judgment, the Johnsons

had “neither relied upon [the expert’s] reports nor produced any

evidence    to     create      an    issue     of    material      fact”   that       would

prohibit    the    entry     of     summary    judgment       against    them.        (J.A.

271.)

       The district court accordingly entered judgment in favor of

the    Government      and   against        Mrs.    Johnson     for    $304,955.90      and

against    Mr.    Johnson      for    $240,071.12,         plus    interest      in   each

instance at the rate specified in I.R.C. § 6601 from August 22,

2011    until     payment.          The    judgment    order      provided    that      the

judgment would “be reduced to the extent that the United States

. . . has collected or will collect on those debts pursuant to

the offer in compromise it approved with Koba Institute.”                             (J.A.

                                             12
274.)    The Johnsons filed a joint motion to alter, amend, or

relieve the judgment, which the district court denied.

     The     Johnsons     timely   noted      this   appeal,       and   we   have

jurisdiction pursuant to 28 U.S.C. § 1291.

                                     II.

     The Internal Revenue Code (“I.R.C.” or the “Code”) requires

employers to withhold federal social security and income taxes

from the wages of their employees.                See 26 U.S.C. §§ 3102(a),

3402(a); Erwin v. United States, 591 F.3d 313, 319 (4th Cir.

2010).     Because      the   employer    holds    these   taxes    as   “special

fund[s] in trust for the United States,” 26 U.S.C. § 7501(a)

(emphasis added), the withheld amounts are commonly referred to

as “trust fund taxes,” Slodov v. United States, 436 U.S. 238,

243 (1978) (internal quotation marks omitted).

     The Code “assure[s] compliance by the employer with its

obligation . . . to pay” trust fund taxes by imposing personal

liability on officers or agents of the employer responsible for

“the employer’s decisions regarding withholding and payment” of

the taxes.     Id. at 247 (interpreting 26 U.S.C. § 6672).                To that

end, § 6672(a) of the Code provides that “[a]ny person required

to collect, truthfully account for, and pay over any tax . . .

who willfully fails” to do so shall be personally liable for “a

penalty equal to the amount of the tax evaded, or not . . . paid

                                         13
over,” the 100% penalty.                  26 U.S.C. § 6672(a).                Although labeled

as a “penalty,” § 6672 is not primarily a punitive provision as

it “brings to the government only the same amount to which it

was entitled by way of the tax.”                      Turnbull v. United States, 929

F.2d    173,    178       n.6    (5th    Cir.     1991)      (internal        quotation       marks

omitted).

        Personal liability for a corporation’s unpaid trust fund

taxes    extends          to    any     person    who     (1)      is     “responsible”            for

collection          and    payment       of    those     taxes;         and    (2)    “willfully

fail[s]”       to    see       that   the     taxes    are    paid.           Plett    v.    United

States, 185 F.3d 216, 218 (4th Cir. 1999); O’Connor v. United

States, 956 F.2d 48, 50 (4th Cir. 1992).                           Once the IRS assesses

a taxpayer for this liability, the taxpayer has the burden of

proof    at    trial       on    both     elements      of    §    6672       liability.           See

O’Connor, 956 F.2d at 50.

        We    review       de    novo    a    district       court’s      grant       of    summary

judgment       to    the       Government,       resolving        all    disputed          facts    in

favor of the taxpayer.                  See O’Connor, 956 F.2d at 50.                  To defeat

summary judgment, however, the taxpayer—like any other litigant—

must identify an error of law or a genuine issue of disputed

material fact.             See Fed. R. Civ. P. 56(a); Anderson v. Liberty

Lobby, Inc., 477 U.S. 242, 256 (1986); see also Bouchat v. Balt.

Ravens Football Club, Inc., 346 F.3d 514, 522 (4th Cir. 2003).

“[I]n the absence of disputed material facts, summary judgment

                                                 14
represents a favored mechanism to secure the ‘just, speedy, and

inexpensive determination’” of taxpayer liability under § 6672.

Plett, 185 F.3d at 223 (emphasis in original) (quoting Fed. R.

Civ. P. 1).

                                               III.

      With    the     foregoing          principles         in   mind,    we     turn     to   the

claims of error raised on appeal.                      Mr. Johnson contends that the

grant of summary judgment was erroneous because the assessment

of the 100% penalty as to him was time-barred under § 6501 of

the   Code.         Mrs.     Johnson         argues     that     the     grant       of   summary

judgment against her was erroneous because she was neither a

“person      responsible”          for       the     payment       of    Koba     Institute’s

withholding taxes nor “willfully” failed to do so.                                Lastly, the

Johnsons      posit        that    the        amounts       of   their     respective          tax

liabilities     under       §     6672       were    incorrectly        calculated        because

disputed issues of material fact remained to be determined.                                     We

consider each argument in turn.

                                                A.

      Mr.     Johnson       contends          that    the    assessment         of    the      100%

penalty against him was not “made within the limitations period

set   forth    in     26    U.S.C.       §    6672.”        (Br.    29.)         However,      Mr.

Johnson’s one-page “argument” on brief as to this issue gives no

                                                15
description as to the basis at law for his contention.                                   Even

after questioning at oral argument, we are left with no firm

guide as to why Mr. Johnson contends the assessments are time-

barred.

      Mr. Johnson has not challenged the basis for the district

court’s decision in any meaningful way.                        See Fed. R. App. P.

28(a)(9)(A)         (requiring     argument      section        of     an     appellant’s

opening     brief     to     contain      “appellant’s        contentions          and       the

reasons for them, with citations to the authorities and parts of

the record on which the appellant relies”).                          Here, Mr. Johnson

has   failed    to     comply     with    the   dictates       of     Federal         Rule   of

Appellate      Procedure      28(a)(9)(A),         as    he    offers       no     argument

explaining     how     the    district     court    erred;          rather,      he    simply

states the issue he wishes to raise and cites several sections

of the Code, but without analysis of how these statutes would

apply to him.          As a result, we consider Mr. Johnson to have

abandoned      or    waived      his    challenge       to    the    district         court’s

determination that the assessment of the 100% penalty against

him   under    § 6672      was    not    timely.        See    Edwards        v.      City   of

Goldsboro, 178 F.3d 234, 241 n.6 (4th Cir. 1999) (“Failure to

comply with the specific dictates of [Federal Rule of Appellate

Procedure      28(a)(9)(A)]        with    respect       to    a     particular          claim

triggers abandonment of that claim on appeal.”); see also Oken

v. Corcoran, 220 F.3d 259, 274 n.2 (4th Cir. 2000) (Michael, J.,

                                           16
concurring) (“In order to preserve an issue on appeal, however,

it   is   not    enough    to     simply    assert   the        claim;      a   party     must

provide supporting argument.”).

      Accordingly,         we    affirm     the    district           court’s     grant     of

summary judgment against Mr. Johnson individually.

                                            B.

      We next address the argument that the district court erred

in    granting        summary           judgment     against            Mrs.       Johnson.

Specifically,       Mrs.    Johnson       contends       that    she    was     not   (1)    a

“person       responsible”        for     the    payment        of     Koba     Institute’s

withholding taxes; and (2) did not “willfully” fail to pay over

those taxes.        We must disagree with Mrs. Johnson because the

undisputed record shows that she was properly liable for the

100% penalty.

                                            1.

      The Code defines a “responsible person” as one “required to

collect,      truthfully        account    for,    and    pay        over   any    tax,”    26

U.S.C.    §     6672(a)    (emphasis       added).         The       Supreme      Court    has

interpreted this statutory language to apply to all “persons

responsible for collection of third-party taxes and not . . .

[only] to those persons in a position to perform all three of

the enumerated duties.”                 Slodov, 436 U.S. at 250.                  Thus, the

                                            17
Code   deems     anyone    required       to   “collect”          or    “account       for”     or

“remit” taxes a “responsible person” for purposes of §                                      6672.

See Plett, 185 F.3d at 219.

       In    determining        whether    a   person        is    “responsible”            under

§ 6672, we undertake a “pragmatic, substance-over-form inquiry”

focused on the person’s status, duty, and authority within the

corporation.       Id.      The “crucial inquiry is whether the person

had the ‘effective power’ to pay the taxes—that is, whether he

[or she] had the actual authority or ability, in view of his

status within the corporation, to pay the taxes owed.”                                        Id.

(quoting Barnett v. IRS, 988 F.2d 1449, 1454 (5th Cir. 1993)).

       Because    this     analysis       focuses      “on    substance         rather       than

form,”      holding    a   corporate       title       alone      does        not     render    a

taxpayer     a   “responsible       person.”          O’Connor,         956    F.2d     at     51.

While a determination of that status is necessarily fact-based,

summary      judgment      is    nonetheless          appropriate            where,    in      the

absence of genuine disputes of material fact, it is clear “as a

matter of law” that the taxpayer satisfies this test and is a

“responsible      person.”          Barnett,          988    F.2d       at     1454    &     n.10

(acknowledging that “countless courts have found responsibility

[for purposes of § 6672] as a matter of law” because “extensive

caselaw . . . narrowly constrains a factfinder’s province in

§ 6672      cases”).       Our    analysis       is   guided       by    a    list     of    non-

exclusive factors common in the § 6672 case law, such as whether

                                            18
the taxpayer served as an officer of the corporation or a member

of its board of directors, controlled the corporation’s payroll,

determined     which   creditors    to      pay    and     when   to    pay       them,

participated in the corporation’s day-to-day management, had the

ability to hire and fire employees, and possessed check-writing

authority.     Erwin, 591 F.3d at 321; Plett, 185 F.3d at 219.

       Although “a party cannot be presumed to be a responsible

person merely from titular authority,” O’Connor, 956 F.2d at 51,

status as an officer or director is “nevertheless material” to

this determination, Teets v. United States, 29 Fed. Cl. 697, 706

(Fed. Cl. 1993).       Mrs. Johnson had been the corporation’s sole

shareholder since 1998 and consequently had the effective power

to change the officers and directors as she chose and thereby

direct the business of the corporation.              Separately as both vice

president and chair of the board of directors since early 2001,

Mrs.    Johnson   enjoyed    considerable         actual    authority        at   Koba

Institute.

       The   corporation’s   bylaws,     board     resolutions,        and    banking

documents     demonstrate    that   Mrs.     Johnson       was    a    “responsible

person,” as it is clear that she had effective control of the

corporation, including its finances.              See Taylor v. IRS, 69 F.3d

411, 416–17 (10th Cir. 1995) (holding corporate director and

officer a “responsible person” as a matter of law because he

“possessed     sufficient    control     over      corporate      finances,        had

                                       19
authority to borrow funds and write checks and thereby had the

‘effective power’ to pay those taxes” (quoting Barnett, 988 F.2d

at 1454)).     The foregoing corporate documents indicate that Mrs.

Johnson, while serving as chair of the board, would also serve

as president of the corporation, a role that included authority

to manage Koba Institute’s daily affairs and to execute checks

and other legal documents on its behalf.              Although Mrs. Johnson

“delegated” and “entrusted” this authority to Mr. Johnson prior

to 2005, (See J.A. 16, 478, 480, 482, 1481–82, 1515), remaining

only minimally involved in the corporation’s affairs as board

chair and vice president, delegation of such authority does not

relieve a taxpayer of responsibility under § 6672, Purcell v.

United     States,   1   F.3d   932,    937   (9th    Cir.   1993)   (That    a

taxpayer’s     function    in   an     enterprise     “is    unconnected     to

financial decision making or tax matters is irrelevant where

that individual has the authority to pay or to order the payment

of delinquent taxes.”); Erwin, 591 F.3d at 322.               A taxpayer may

be a “responsible person” if she “had the authority required to

exercise    significant    control     over   the   corporation’s    financial

affairs, regardless of whether [s]he exercised such control in

fact.”     Purcell, 1 F.3d at 937 (concluding that a president and

sole shareholder, who was also an authorized signatory on the

corporation’s checking account, was a “responsible person” even

though he had fully delegated all financial duties to another

                                       20
employee).           Thus,       despite        delegating      her       authority     to    Mr.

Johnson       and    permitting           him    to    run    the    corporation’s          daily

affairs, Mrs. Johnson remained a “responsible person” because

she had effective control of the corporation and the effective

power to direct the corporation’s business choices, including

the withholding and payment of trust fund taxes.

       Although Mrs. Johnson maintains that any authority she held

was    merely        technical         in       nature,      the     undisputed        evidence

establishes that she possessed both legal and actual authority

over Koba Institute.                 See United States v. Landau, 155 F.3d 93,

103 (2d Cir. 1998) (if taxpayer fails to show a genuine dispute

of    material        fact      on    nature      of    authority,         the      court     “may

reasonably conclude that the documentary evidence of authority

reflects       the     reality”).               Mrs.   Johnson’s          voluntary     minimal

involvement in daily corporate affairs before 2005, however, and

assertions          that     Mr.     Johnson       exercised        all     daily     operating

authority      fail        to   create      a   genuine      dispute      of   material       fact

regarding limitations on her effective power as to the trust

fund taxes.          Any deferral by Mrs. Johnson in the exercise of her

authority never altered the fact that she possessed “effective

power” over Koba Institute at all times.                            See Barnett, 988 F.2d

at    1454.         Indeed,        Mrs.     Johnson’s        actions      immediately        after

learning of the tax delinquencies in December 2004—a period that

“cast[s] light” on her responsibility from 2001 through 2004—

                                                 21
demonstrate that her actual authority was co-extensive with the

legal authority she possessed.         Erwin, 591 F.3d at 321.

       Mrs. Johnson admits in her pleadings that she “fired the

finance director,” the employee tasked with making payroll tax

payments, as soon as she discovered that Koba Institute had not

remitted these taxes as required by law.            (J.A. 17.)     She also

“directed    Mr.   Johnson     to   personally   handle    all   future    tax

payments as of January 2005” and “required” him to provide her

with “visual proof” of all tax payments the corporation made.

(J.A. 17.)    These admissions indicate that Mrs. Johnson’s status

in the corporation during the quarters at issue enabled her to

have    “substantial   input    into   [its   financial]   decisions      [from

2001 through 2005], had [s]he wished to exert [her] authority.” 10

Barnett, 988 F.2d at 1455 (quotation marks omitted).

       10
         Although not singly determinative, Mrs. Johnson’s
execution of corporate leases and lines of credit as a guarantor
for Koba Institute offers additional support for the conclusion
that she was a “responsible person” for § 6672 purposes.     See
Erwin, 591 F.3d at 322 (discussing a taxpayer’s personal
guarantees of corporate loans in determining his responsibility,
but noting that this fact “[did] not alone establish” his status
as a “responsible person”). Without these acts by Mrs. Johnson,
the corporation’s financial capacity would have been adversely
affected. Because Mrs. Johnson actively intervened to keep the
corporation financially viable, Koba Institute was able to pay
its creditors.   The record further reflects that Mrs. Johnson
made more than a dozen loans to Koba Institute between 2001 and
2003, after Mr. Johnson had informed her that the corporation
needed additional funds to cover its operating expenses.

                                       22
     Moreover,       the       fact   that,       from      2001     through     2004,       Mrs.

Johnson followed the corporation’s internal policy and did not

write checks without knowing that Mr. Johnson had previously

approved    them     does       not     negate     §     6672       “responsible        person”

status.      (See    J.A.       1484–91,        1576.)          Although       she     followed

corporate procedure without exception during that time, it is

undisputed that Mrs. Johnson ceased following this policy almost

immediately       upon      learning         of    the        2001-2004        payroll        tax

deficiencies       and     could      have      done     so    at     any     earlier     time.

Following her “revamped oversight of tax payments,” Mrs. Johnson

would     write    checks        from     the     payroll           account     without      any

instruction from Mr. Johnson.                (J.A. 17, 1484–85.)                Accordingly,

the fact that Mrs. Johnson previously chose not to write checks

without    Mr.    Johnson’s          approval      does       not    show     that     she   was

prevented earlier from doing so other than by her own choice.

See, e.g., Thosteson v. United States, 331 F.3d 1294, 1299–1300

(11th Cir. 2003) (holding corporate officer and stockholder a

“responsible      person”       as    a   matter       of     law    even     though    he    had

“limited check writing authority, up to only $750, without a

countersignature”); Lyon v. United States, 68 F. App’x 461, 469

(4th Cir. 2003) (unpublished) (per curiam) (“The fact that [the

taxpayer]    chose       not    to    exercise      his       legal    authority        is    not

enough to show that he had no actual authority. . . . [He] has

not demonstrated that his father actually prevented him, or that

                                             23
he could have prevented him, from paying the taxes if [he] had

attempted to do so.”).                The record also indicates that Koba

Institute      opened    several      operating    accounts     between       2001    and

2005, and that on each of those accounts, Mrs. Johnson was fully

authorized to write checks and execute other bank documents.

       While     she    may     not   have     been   running     the     day-to-day

operations       of    the    corporation      between   2001    and     2004,       Mrs.

Johnson    had     a    non-delegable        responsibility     to     monitor       Koba

Institute’s financial affairs.                 See Barnett, 988 F.2d at 1457

(“[W]e believe that not only is it a bad business practice for a

high-level company official such as [Mrs. Johnson] to fail to

monitor [the corporation’s] finances, it also subjects [her] to

being held a responsible party under § 6672.”).                        Mrs. Johnson

had the effective power to exercise authority when she chose to

do so, even though she chose at times to voluntarily limit her

involvement in corporate affairs.                  Although Mrs. Johnson often

chose not to exercise the authority which she possessed, such a

decision is insufficient to permit a taxpayer to avoid § 6672

responsibility.         See Kinnie v. United States, 994 F.2d 279, 284

(6th   Cir.     1993)    (stating      that    a   taxpayer     need    not    “always

exercise    his       powers”   to    remain    responsible      for    seeing       that

withholding taxes are paid, and “may not escape liability by

delegating the task of paying over the taxes to someone else”).

Moreover, after 2004, while the prior periods’ payroll taxes

                                          24
remained unpaid, Mrs. Johnson actively exercised her authority

over the affairs of Koba Institute while continuing to receive

substantial compensation and benefits from the corporation. 11

     We   therefore   conclude   that   the   Government   presented

undisputed evidence that established as a matter of law that

Mrs. Johnson was a “responsible person” under § 6672 during the

relevant tax periods because she had the effective power to pay

the trust fund taxes of Koba Institute. 12

     11
         While also relevant to the “willfulness” finding
discussed in the next section, the same evidence of Mrs.
Johnson’s knowing receipt of substantial assets from the
corporation while the payroll taxes remained unpaid also
bolsters the proof of her “responsible person” status.        The
record shows that Mrs. Johnson received an annual salary ranging
from approximately $100,000 to $193,000 from 2001 through 2004,
as well as a corporate car and cell phone. Koba Institute also
paid the rent for the Johnsons’ home, totaling between $40,000
and $50,000 in 2001, 2002, and 2004.
     12
        We note that other courts have reached precisely the same
conclusion in considering similar facts.    See, e.g., Jefferson
v. United States, 546 F.3d 477, 481 (7th Cir. 2008) (holding
board president “responsible person” as a matter of law because
he secured loans and directed past payment of taxes for the
corporation, reviewed financial reports, and had check-signing
authority); Thosteson, 331 F.3d at 1299–1300 (holding corporate
officer and stockholder a “responsible person” as a matter of
law even though he had “limited check writing authority, up to
only $750, without a countersignature”); Taylor, 69 F.3d at 417
(holding corporate director and officer a “responsible person”
as a matter of law because he “possessed sufficient control over
corporate finances, had authority to borrow funds and write
checks and thereby had the ‘effective power’ to pay those taxes”
(quoting Barnett, 988 F.2d at 1454)); Greenberg v. United
States, 46 F.3d 239, 243–44 (3d Cir. 1994) (holding in-house
controller a “responsible person” as a matter of law even though
he took instructions from the controlling stockholder and
“feared for his job were he to independently issue a check for
(Continued)
                                 25
                                          2.

     Having found Mrs. Johnson a “responsible person,” we turn

to the other necessary element of § 6672 liability, whether she

“willfully” failed to collect, account for, or remit payroll

taxes to the United States.               26 U.S.C. § 6672(a); Plett, 185

F.3d at 219.         This inquiry focuses on whether Mrs. Johnson had

“knowledge of nonpayment or reckless disregard of whether the

payments were being made.”                Plett, 185 F.3d at 219 (quoting

Turpin v. United States, 970 F.2d 1344, 1346 (4th Cir. 1992)).

     Mrs. Johnson contends that she did not act “willfully” in

failing    to     remit    Koba    Institute’s        delinquent     payroll       taxes

because    she      did   not   learn    of    the    deficiency    until     the    IRS

notified      her    in    December      2004.        This      argument,     however,

overlooks that a taxpayer may act “willfully” for purposes of §

6672 even though she does not learn about unpaid taxes until

after   the      corporation      has   failed       to   pay   them.       “[W]hen    a

responsible       person    learns      that    withholding       taxes     have    gone

unpaid in past quarters for which he [or she] was responsible,

the [tax] delinquency”); Kinnie, 994 F.2d at 284 (holding
corporate   vice  president   and  fifty-percent  shareholder  a
“responsible person” as a   matter of law because he had check-
signing authority, hired an accountant to review the books, and
eventually took control of the business); Mazo v. United States,
591 F.2d 1151, 1156 (5th Cir. 1979) (holding corporate
stockholders, officers, and directors “responsible persons” as a
matter of law even though others handled all day-to-day
operations and prepared all corporate checks).

                                          26
he     [or    she]    has     a    duty       to       use     all     current       and      future

unencumbered         funds    available        to      the      corporation         to   pay    back

those    taxes.”         Erwin,        591    F.3d        at    326.         If    the     taxpayer

thereafter knowingly permits payments of corporate funds to be

made     to     other        creditors,        a       finding         of     willfulness        is

appropriate.         See id. (“Even assuming . . . that [the taxpayer]

did not act willfully prior to learning of the full extent of

the    tax     deficiencies        .    .    .,     his      conduct        after    that      point

unquestionably         evidences         willfulness            as     a    matter       of    law.”

(emphasis in original)).

       The record demonstrates that Koba Institute continued to

make    payments        to    other         creditors          using       unencumbered        funds

following Mrs. Johnson’s receipt of the IRS notice in December

2004.        The Government has produced numerous salary checks that

the    corporation       issued        to    Mrs.      Johnson       in     2005,    which      Mrs.

Johnson readily cashed.                Yet it is undisputed that Mrs. Johnson,

a “responsible person,” knew that payroll taxes for numerous

quarters from 2001 through 2004 remained unpaid.                                  Mrs. Johnson’s

failure to remedy the payroll tax deficiencies upon learning of

their    existence       in    December        2004,         while     directing         corporate

payments elsewhere, including to herself, constitutes “willful”

conduct under § 6672.                  This is particularly so given that, at

Mrs. Johnson’s direction, Koba Institute paid other creditors

during this period.               And, as noted earlier, during the 2001 to

                                                  27
2004   delinquent          tax   periods,      Mrs.    Johnson      received      well    in

excess       of    $500,000      in   compensation       and     benefits      from      the

corporation while the payroll taxes went unpaid.                            Cf. Turpin,

970 F.2d at 1347 (“The intentional preference of other creditors

over the United States is sufficient to establish the element of

willfulness        under    section     6672(a).”      (internal      quotation       marks

omitted)).          Even      viewing    the     evidence      in    the    light      most

favorable to Mrs. Johnson, we conclude that the record allows no

conclusion other than that the failure to pay the payroll taxes

was willful on Mrs. Johnson’s part.

                                            3.

       In    sum,    we    conclude     that     the   Government      has     presented

undisputed evidence sufficient to establish as a matter of law

that Mrs. Johnson was a “responsible person” under § 6672 during

the relevant tax periods, and that she “willfully” failed to see

that the withholding taxes were paid.                   No genuine dispute as to

any material fact remains to be decided which would alter this

conclusion.         Accordingly, we hold that the district court did

not    err    in    granting      summary      judgment     against        Mrs.   Johnson

individually.

                                            28
                                             C.

      Finally,      we    briefly        address     the     claims        raised       by     the

Johnsons with respect to the district court’s determination of

the     amounts    of     their     respective        100%      penalty          liabilities.

Relying     on    the    reports    of    their     expert      witness,         Leo    Bruette

(“Bruette”), the Johnsons assert that there is a genuine issue

of material fact as to the amounts of that liability.                                          They

allege    that     Bruette    identified          “numerous     errors,          omissions[,]

and inconsistencies” in the tax assessments made against them,

which therefore undermined the Government’s proof of the amounts

owed.    (Br. 26.)

      The    district       court,       however,     found       that          the     Johnsons

“neither relied upon Bruette’s reports nor produced any evidence

to create an issue of material fact” that would preclude summary

judgment.        (J.A. 271.)       Indeed, the Johnsons did not discuss or

cite Bruette’s reports in either of their opposition briefs to

the   Government’s        summary     judgment       motions,         in    Mr.       Johnson’s

motion    for     partial    summary      judgment,        or   even       as    exhibits       in

opposing summary judgment.               Further, the Johnsons do not contest

the   district      court’s        factual    conclusion         in    this           regard    on

appeal.     The reports, therefore, could not—and did not—create a

genuine issue of material fact.

                                             29
       We also find that Mrs. Johnson’s concerns regarding double

recovery are without merit. 13         Mrs. Johnson asserts that entering

judgment against her could result in double recovery for the

Government because it may collect a significant portion of the

unpaid trust fund taxes through an offer in compromise that Koba

Institute negotiated with the IRS.               We note that Mr. Johnson

raised a similar argument when the Government previously sought

judgment against him for trust fund recovery penalties at Koba

Associates, which was clearly rejected by the district court.

See Johnson v. United States, 203 F. Supp. 2d 416, 425 (D. Md.

2002), aff’d, 50 F. App’x 113 (4th Cir. 2002) (unpublished) (per

curiam),      cert.   denied,   540   U.S.    (2003).     In    that    case,      Mr.

Johnson argued that the Government “might attempt to obtain some

sort of double recovery from both Koba [Associates] and [him] in

excess of the established amount of withholding taxes due.”                        Id.

After explaining that the Government may attempt to satisfy a

debt    for    unpaid   payroll   taxes      against    the    business       or   the

taxpayer, the district court clarified that the IRS follows an

“established administrative policy” of only collecting such tax

delinquencies once.         Id.; see also id. at 425–26 (“[T]he mere

fact   that    the    [Government]    is   attempting    to    secure     a   second

       13
        This issue was raised, although obliquely, by Mrs.
Johnson in her opposition to the Government’s motion for summary
judgment, and therefore can only affect her liability.       Mr.
Johnson did not raise a double recovery argument.

                                       30
source for the payment of taxes owed does not necessarily mean

that it will attempt to exhaust both sources in excess of the

debt.”).      The court reasoned that “any lingering concerns of

double   recovery”        could      be     allayed        “by       a    carefully         drafted

judgment order of the district court.”                           Id. at 425.               We agree

with the district court’s reasoning in the prior case, and note

that similar precautions were taken in this case.                                  The district

court’s judgment order specifically provides that the judgments

against the Johnsons will “be reduced to the extent that the

United States . . . has collected or will collect on those debts

pursuant    to    the    offer       in    compromise           it       approved     with     Koba

Institute.”      (J.A. 274.)

     Mrs.    Johnson      further         asserts       that     the       Government         might

succeed in obtaining a double recovery because certain voluntary

payments made by Koba Institute were not properly credited.                                     She

does not, however, develop this argument or cite any evidence to

corroborate      it.      See    Fed.      R.    App.      P.    28(a)(9)(A)          (requiring

argument    section      of     an   appellant’s           opening         brief      to    contain

“appellant’s      contentions             and    the       reasons         for      them,      with

citations to the authorities and parts of the record on which

the appellant relies”).              As a result, we consider her to have

abandoned    this       claim.        See       Edwards,        178       F.3d   at    241     n.6.

Moreover,    while      Koba     Institute           did   designate         some      payments,

those applied to the second quarter of 2001 (ending June 30,

                                                31
2001), which is not a quarter for which Mrs. Johnson was found

liable.

     Accordingly, we conclude that the district court correctly

determined   the   amounts   of    the   Johnsons’   respective   tax

liabilities under § 6672.

                                  IV.

     For all of the foregoing reasons, we affirm the judgment of

the district court.

                                                            AFFIRMED

                                  32


95 So.2d 891 (1957)
Howard BETZ, Appellant,
v.
BANK OF MIAMI BEACH, a banking corporation existing under the laws of the State of Florida, Appellee.
Supreme Court of Florida, En Banc.
June 12, 1957.
Tobias Simon, Miami, for appellant.
Seymour B. Liebman, Miami Beach, for appellee.
O'CONNELL, Justice.
Appellant, Howard Betz, was one of the defendants in the court below. The Bank was the owner of two promissory notes which evidenced loans made by it. The notes where not paid on maturity and the Bank sued Corvette of Miami, Inc., Hal Kaye and Howard Betz. Summary judgment was entered in favor of the Bank and Betz, one of the defendants against whom such judgment was entered, has brought this appeal.
The notes sued upon were executed on forms provided by the Bank. Each contained the words "* * * the undersigned jointly and severally promise to pay to the Bank of Miami Beach * * *." Each had the words "Corvette of Miami, Inc." *892 typed above the lines provided for signatures. Under the corporate name appear the signatures of Hal Kaye and Howard Betz. More graphically the notes were executed as follows:
"Corvette of Miami, Inc.
"Hal Kaye                      (Seal)
"Howard Betz                   (Seal)"
No preposition preceded the signatures of Kaye and Betz and no words followed to indicate that either Kaye and Betz signed the notes other than in their individual capacities. It is clear therefore that the only indication on the notes that Betz signed in a representative capacity rather than as an individual maker is the name "Corvette of Miami, Inc." typed above the signatures of Kaye and Betz.
Betz and the corporation filed an answer to plaintiff's complaint in which they admitted that the corporation, Corvette of Miami, Inc., had executed the notes, but denied that Betz had made, executed or delivered the notes as an individual.
Both the Bank and Betz moved for summary judgment and filed affidavits in support thereof. From these affidavits it appears that Hal Kaye was president and Betz was secretary-treasurer of the above-named corporation.
Betz raises two questions on appeal. They are:
(1) Does the form of the note impose the liability thereof upon any person other than the corporation, as a matter of law?
(2) May parol evidence be introduced to prove the intent of the parties as to whether liability extends to the signer of the notes as individuals?
We are of the opinion that the notes as a matter of law impose liability as a maker on Betz. This makes it unnecessary for us to answer the second question posed by appellant, Betz, for his second question presupposes that the notes are ambiguous as to the liability of Betz. We do not find such to be the case.
At the outset we should make it clear that neither Kaye nor the corporation are parties to this appeal and we are not concerned with their liabilities under the notes in question.
It is not disputed that Betz signed and intended to sign the note as maker. The dispute is that Betz contends that he intended to sign as maker only in his representative capacity as secretary-treasurer of the corporation. The Bank contends that he signed and that it was intended that he sign as maker, individually.
Florida has adopted the Uniform Negotiable Instruments Law, Chapter 674, F.S. 1955, F.S.A. There can be little question that the prime intention of the draftsmen of this law was to clear up confusion in, and to fix with certainty the rights and liabilities of holders, makers and endorsers of negotiable instruments. It seems quite reasonable that such was the intention of our legislature in enacting the law.
There are two sections of Chapter 674, supra, which we must consider.
At first glance Sec. 674.19(6) of the Act might appear to control and answer appellant's first question. Appellee Bank argues that it does. That section reads:
"(6) Where a signature is so placed upon the instrument that it is not clear in what capacity the person making the same intended to sign, he is deemed to be an indorser."
However, the apparent weight of authority and what seems to us to be the better rule is that the above quoted section is not applicable to a situation such as now before us where the question is not whether one intended to sign as endorser or maker, but whether one intended to sign as maker for himself, or maker for another, by acting in a representative capacity.
*893 In a case somewhat similar to the one before us the court said:
"* * * in the present case there * * * is not a doubt whether he intended to sign as maker, indorser or guarantor, for it is clear from the location of the name he did not intend to sign as indorser or guarantor, but simply a doubt whether he intended to sign in an individual or in a representative capacity as maker. * * * The statute was passed to meet a case where it is doubtful from the instrument whether a man intended to become an indorser, not to make an indorser out of a person who, without doubt, intended to sign as maker, either individually or as representative of another." Germania Nat. Bank of Milwaukee v. Mariner, 1906, 129 Wis. 544, 109 N.W. 574, 575.
The Wisconsin court in the last mentioned case ruled that this section was intended to settle doubt fairly arising from location of the name of a person, as where the signature is placed at the side, on the end or across the face of the instrument thus creating a doubt as to whether the signer intended to be bound as maker or as endorser. See also the cases collected in 35 A.L.R.2d 1034.
We are of the opinion that Sec. 674.19 (6), supra, is not applicable to this case.
We next must consider Sec. 674.22, F.S. 1955, F.S.A. This section provides that:
"Where the instrument contains or a person adds to his signature words indicating that he signs for or on behalf of a principal, or in a representative capacity, he is not liable on the instrument if he was duly authorized; but the mere addition of words describing him as an agent, or as filling a representative character, without disclosing his principal does not exempt him from personal liability."
We find only one case in which this Court has construed the effect of the above quoted section. It is not factually in point with this case for there the maker of the note and mortgage involved signed his name followed by the words, "as trustee only and not individually", but neglected to disclose his principal anywhere in the documents. Spofford v. Hanna, 1931, 102 Fla. 261, 135 So. 536, 538.
Nevertheless, in the Spofford case, this Court did adopt the view expressed by the Oregon court in Guthrie v. Imbrie, 1885, 12 Or. 182, 6 P. 664, 672 as follows:
"It is well settled that whether a principal, or his agent, is the party liable upon a promissory note or bill of exchange, must be ascertained from the instrument itself. All evidence dehors the instrument is to be excluded. Barlow v. Congregational Soc., 8 Allen [Mass.] 460; Brown v. Parker, 7 Allen [Mass.] 337; Slawson v. Loring, 5 Allen [Mass.] 340, [81 Ann.Dec. 750]; Rendell v. Harriman, 75 Me. 497 `If it is left ambiguous on the face of the instrument whether they have so signed it, the construction most against the person signing should prevail.'"
Appellee, the Bank contends that this last statement in the Spofford case is controlling. However, the question involved in this case is an important one and is of first impression in Florida. We therefore feel we should pursue the matter further.
In the case of Lazarov v. Klyce, 1953, 195 Tenn. 27, 255 S.W.2d 11, a note had thereon the signature of a corporation by A, and also the signature of B without indication that he had signed in a representative capacity. B contended that the note was ambiguous as to him and that he had intended to sign only in his representative capacity as an officer of the corporation. The court held that he had signed as maker and was bound as such. The court held there was no ambiguity and refused to allow B to introduce parol evidence.
*894 In Toon v. McCaw, 1913, 74 Wash. 335, 133 P. 469, L.R.A. 1915A, 590, a note was signed with the name of Aberdeen Tug Boat Co. followed by the names of three individuals which names were not preceded by prepositions or followed by titles. The three contended they had signed only in their representative capacity. The court held the note not to be ambiguous as to them, refused to allow parol evidence to show that they signed only in a representative capacity, and held them liable as makers.
In Murphy v. Reimann Furniture Mfg. Co., 1948, 183 Or. 474, 193 P.2d 1000, 1002 we find an identical factual situation. The note provided "we promise to pay". Two individuals signed below the name of a corporation without indicating that they did so in a representative capacity. There was no such indication in the body of the note. The court held there was no ambiguity in the note as to the liability of the two individuals, refused to allow them to introduce parol evidence to show they intended to sign only in their representative capacity, and held them personally liable as makers.
In Coal River Collieries v. Eureka Coal and Wood Company, 1926, 144 Va. 263, 132 S.E. 337, 338, 46 A.L.R. 485, a note was signed
"Eureka Coal & Wood Co., Inc. "J. Liebman, Treasurer., N. Orleans."
It appears that N. Orleans was president of the corporation under which name he signed and that he had intended to sign only in such capacity. The court held there was no ambiguity, allowed no parol evidence and held Orleans personally liable as a maker. It remarked that Orleans had signed exactly as he would have signed had he intended to bind himself individually, and that the parol evidence was offered first, to create an ambiguity where none existed, and then to remove it.
See also the cases cited in 42 A.L.R. 1075, 1080.
We construe Sec. 674.22, supra, to provide a means by which one who signs a negotiable instrument for or on behalf of a principal, as maker, may escape personal liability thereon by following the provisions of the section. It seems clear to us therefore that where the body of the instrument or the person signing does not indicate that the maker is signing in a representative capacity, it is the intention of the statute that he be bound individually.
In the notes before us there is nothing other than the name of the corporation, typed above the signatures of Kaye and Betz to indicate that the payee and makers of the notes considered the instrument not to be binding on Betz as an individual maker. Betz signed exactly as he would have if it had been his intention to bind himself individually. His signature as written makes him personally liable as maker.
Not having availed himself of the opportunity, expressed in Sec. 674.22, supra, to escape personal liability we feel it clear that he is bound individually as a maker, that there is no ambiguity in the notes as to Betz and therefore it is unnecessary to consider whether parol evidence should be admitted to allow him to show his liability to be contrary to what it appears to be from the face of the notes as they were actually signed, as they were delivered to the Bank and as they were sued on.
The result of this decision may be considered to be harsh. Yet in view of the importance of negotiable instruments in business, banking and finance, the need for certainty and stability in the meaning of what appears on the face of such instruments and in view of what we believe the intention and meaning of the pertinent sections of the Negotiable Instruments Law to be we believe the rule we have adopted to be the better view. We believe this rule will cause less harm to commerce and result in less litigation than if we adopted the opposite view.
*895 While it cannot assist Betz in his dilemma, it would appear to us that one who claims his signature on a negotiable instrument was intended by the parties to have been placed thereon in a different capacity with different liability to the signer than as appears from the instrument should seek to have the instrument reformed to show that which he contends it was intended to show. Valentine v. Hayes, 1931, 102 Fla. 157, 135 So. 538.
In accordance with our views above expressed the judgment is affirmed.
TERRELL, C.J., and THOMAS, HOBSON, DREW and THORNAL, JJ., concur.
ROBERTS, J., not participating.


521 N.W.2d 856 (1994)
In re Petition for DISCIPLINARY ACTION AGAINST Mark T. WEEMS, an Attorney at Law of the State of Minnesota.
No. C0-92-2000.
Supreme Court of Minnesota.
September 29, 1994.

ORDER
WHEREAS, the Director of the Office of Lawyers Professional Responsibility has filed a petition for disciplinary action alleging that respondent Mark T. Weems, while on unsupervised probation, failed to communicate with two named clients and failed to cooperate with the Director in an investigation of transactions and books in his trust account, all in violation of the earlier probation order, see In re Disciplinary Action against Weems, 491 N.W.2d 660 (Minn.1992); and
WHEREAS, the respondent has unconditionally admitted the allegations of the petition, has waived any rights he has pursuant to Rule 14, Rules on Lawyers Professional Responsibility, and has entered into a stipulation with the Director in which they jointly recommend a 2-year extension of his probation with conditions and the payment of $750 in costs and disbursements; and
WHEREAS, this court has independently reviewed the record and agrees that the conduct admitted to by respondent warrants the agreed to disposition,
IT IS HEREBY ORDERED that respondent Mark T. Weems is placed on an additional 2 years' probation subject to the following modification:
a. Respondent shall be supervised by a licensed Minnesota attorney, appointed by the Director to monitor compliance with the terms of this probation. Within two weeks of * * * the date of the Court's order, * * * respondent shall provide to the Director the names of four attorneys *857 who have agreed to be nominated as respondent's supervisor.
b. Respondent shall cooperate fully with the supervisor in his/her efforts to monitor compliance with this probation. Respondent shall contact the supervisor and schedule a minimum of one in-person meeting per calendar quarter. Respondent shall submit to the supervisor an inventory of all active client files by the first day of each month during the probation. With respect to each active file, the inventory shall disclose the client name, type of representation, date opened, most recent activity, next anticipated action, and anticipated closing date. Respondent's supervisor shall file written reports with the Director at least quarterly, or at such more frequent intervals as may reasonably be requested by the Director.
c. Within thirty days after appointment of a supervisor, respondent shall provide to the Director and to the probation supervisor a written plan outlining office procedures designed to ensure that respondent is in compliance with probation requirements. Respondent shall provide progress reports as requested.
The Director is awarded costs and disbursements in the amount of $750.
        BY THE COURT:
        /s/ M. Jeanne Coyne
            M. Jeanne Coyne
            Associate Justice


251 N.J. Super. 160 (1991)
597 A.2d 567
KELLY HAYES, PLAINTIFF,
v.
STEVEN HAYES, DEFENDANT.
Superior Court of New Jersey, Chancery Division Atlantic County, Family Part.
Decided July 22, 1991.
*161 Mark Vasser for plaintiff.
Steven Hayes, pro se.
*162 SELTZER, P.J.F.P.
This opinion is filed to expand upon the reasons previously given for my refusal to enforce the child-support provisions of a domestic violence order. That refusal has res judicata implications and requires an analysis of the nature of domestic violence proceedings. The present motion arises from the provisions of a final order entered pursuant to the Prevention of Domestic Violence Act, N.J.S.A. 2C:25-1 et seq., as the result of the following history.
On February 19, 1991, plaintiff filed a complaint seeking emergent injunctive relief under the Prevention of Domestic Violence Act. The complaint requested the entry of an order prohibiting defendant from going to plaintiff's residence or place of employment or having contact with her in any way. The complaint did not seek support for either plaintiff or the parties' 18-month-old child, nor did it seek custody of the child. On the same day, after appropriate findings, a temporary ex parte restraining order was entered, N.J.S.A. 2C:25-13(c), granting the requested relief and awarding custody to plaintiff. No child support was ordered. A hearing on the complaint was scheduled for February 28, 1991. Both parties appeared on that date and the hearing was ultimately conducted on March 7, 1991. On that date, 29 other final hearings and 4 contempt trials were also scheduled.
After testimony was received from both parties, a finding of domestic violence was entered. At this point, and for the first time, defendant sought visitation and plaintiff sought child support. Although no such relief had been requested in the complaint and no counterclaim had been filed, the court recognized the nature of domestic violence proceedings and, in effect, treated the requests as cross-motions to amend the pleadings and proceeded to consider the requests. Cf. Maksuta v. Higson, 242 N.J. Super. 452, 577 A.2d 185 (App.Div. 1990). During a brief colloquy in which the court attempted to elicit sufficient facts to permit the entry of some temporary order, the parties *163 advised that there was a support action pending. With the income information gleaned from the participants in the short period of time available, the court entered a final order on March 7, 1991. That order: (1) made the restraints permanent, (2) awarded temporary custody of the minor child to plaintiff subject to specified visitation with defendant, and (3) fixed a weekly support obligation of $45 "until a decision is made in the pending support action."
In fact no such support action was pending. Instead a dissolution action was instituted on April 9, 1991. No further action appears to have been taken with respect to support until June 10, 1991, when plaintiff filed a motion in the dissolution action seeking enforcement of the child-support provisions of the domestic violence order. The motion sought to compel compliance by incarceration, presumably pursuant to R. 1:10-5.
Ordinarily, defendant would be bound by the judgment of a court awarding child support (and, assuming an ability to comply, could be incarcerated until he did so) by virtue of the doctrine of res judicata. That doctrine "as a principal of law bars a party from relitigating a second time that which was previously fairly litigated and finally determined." Charlie Brown of Chatham v. Board of Adjustment, 202 N.J. Super. 312, 327, 495 A.2d 119 (App.Div. 1985). The rule, however, is not absolute. "Among the recognized exceptions to the general rule of preclusion are cases where a new determination is warranted by differences in the quality or extensiveness of the procedures in the two tribunals." Taha v. DePalma, 214 N.J. Super. 397, 400, 519 A.2d 905 (App.Div. 1986). Accordingly, if the child support provisions of the domestic violence order are "final," the order must be enforced  it would be, after all, a permanent order modifiable only on a showing of changed circumstances. If it is not a "final" order, it may not be entitled to strict enforcement. I turn, therefore, to a consideration of whether support provisions of domestic violence orders *164 are entitled to the same respect accorded other final support orders.
Domestic violence actions, by their very nature, are heard expeditiously and "frequently are conducted without the formality of counsel." Maksuta v. Higson, supra, 242 N.J. Super. at 454, 577 A.2d 185. For that reason, the technicalities of pleading do not bar relief and litigants should be permitted, as they were here, to amend their pleadings at the time of trial to obtain appropriate relief. Id. at 454-455, 577 A.2d 185. Clearly, the proceedings do not permit a full exploration of the factors fixing child support. In fact, many of the litigants appear, as they did here, to seek child support in an action which may give no notice of the application.
Accordingly, much of the information which is obtained at the hearing is information which the parties did not anticipate providing and which cannot be verified. Indeed, much of it may be unreliable. Moreover, a final order in the domestic violence action could not be entered within the statutorily mandated ten-day period if postponements were granted to ensure a proper discovery period. For example, R. 5:5-2 requires that a case information statement be filed in all contested family actions in which there is any issue as to support. Often, because of the complexity of the financial disclosure required, accurate and complete information may require several weeks to collect. While a support order must be entered to protect the victim and to prevent a hesitancy to use the system for fear of financial distress, we must recognize that the order entered may bear little relation to the appropriate support.
Besides the failure of the parties to prepare for an inquiry leading to a support order, there is a further barrier to an accurate assessment of the parties' financial situation. That barrier is the sheer number of cases which must be determined at any one time. By statute, all final hearings must be heard within ten days of the issuance of the temporary restraining order. N.J.S.A. 2C:25-13(a). This results in the utilization of *165 one day each week to hear the domestic violence cases which have accrued in the preceding ten-day period. The Administrative Office of the Courts reports that of the 22,340 cases which proceeded to a final hearing in the 12 months ending June 30, 1990, 9,099 involved issues of custody.
Accordingly, on any given domestic violence day, courts would be required to make determinations as to support in 40% of the cases. It is unreasonable to expect a full and fair litigation of those issues under such time pressure. Indeed, the overwhelming crush of cases on any given domestic violence calendar day may very well prohibit a reasoned determination of support obligations. Moreover, this problem would almost certainly be aggravated if the domestic violence support provisions were considered "final" and subject to change only on a showing of changed circumstances. In that case, attorneys would almost certainly insist on full hearings and, in the absence of discovery, conduct that discovery on the witness stand thereby extending the length of the hearings and preventing a completion of the calendar.
Because these facts are self-evident, our courts have always recognized that "the support order authorized by the act is intended to bridge the emergent situation and not to be a substitute for other more orderly procedures for support." Mugan v. Mugan, 231 N.J. Super. 31, 33, 555 A.2d 2 (App.Div. 1989). Accordingly, the quality and extensiveness of proof respecting support in a domestic violence action is so superficial that it should not be afforded the finality and deference due an order resulting from a full consideration of the litigants' positions. We must, therefore, consider whether to enforce the order under these circumstances.
Here, plaintiff did not avail herself of the other orderly processes available for fixing support. She delayed any action for a period of four months and then sought defendant's incarceration for his failure to comply with a four-month-old order which may not have been correct initially. Under these *166 circumstances, where there is no certainty that the support order entered fairly represents defendant's obligation and where plaintiff has refused to avail herself of other means of fairly fixing that obligation, the court is under no obligation to enforce it.
This does not mean that plaintiff is remediless or that an emergent order is meaningless. Having received an emergent support order, immediate application may be made to fix that order with the same degree of finality achieved in any support hearing. For example, a complaint may be filed for support simultaneously with the domestic violence complaint. This would institute the normal deliberate fact-finding process resulting in a final support order and it would not effect the temporary domestic violence order. If defendant pays in accordance with the temporary order until the support order is finalized, no problem arises. If the payor fails to pay, a motion may be made in the support action fixing a pendente lite order coextensive with the domestic violence order and relief may be had therefrom. In the typical case, however, support actions are concluded within one month of their institution.
Several factors suggest that requiring the filing of a separate support action is more appropriate than attempting to invest domestic violence support provisions with any degree of finality. We have already seen that domestic violence orders, by necessity, are entered without the considerations we expect to underlie our final orders. If the domestic violence order is invested with the same deference accorded other "final judgments," the support component may not be modified without a showing of changed circumstances. Lepis v. Lepis, 83 N.J. 139, 416 A.2d 45 (1980). This is surely a result we should not seek especially since the provisions of a "final" domestic violence support order could not be modified retroactively. N.J.S.A. 2A:17-56.23a. I note this is true in the converse. It is equally unfair to bind a custodial parent to an unrealistically low order *167 because that parent cannot show a change of circumstances from the entry of the domestic violence restraining order.
Moreover, domestic violence orders are themselves subject to modification by virtue of the acts of the parties. Reconciliation of the parties, for example, acts as a de facto vacation of the order. Mohamed v. Mohamed, 232 N.J. Super. 474, 557 A.2d 696 (App.Div. 1989). Accordingly, if a final support order is entered in a domestic violence case and the parties reconcile, that order (including, presumably, the support provision) would be vacated. Clearly, it would be difficult to have some provisions of a final order remain in effect while others are vacated depending upon the actions of the parties.
Although no reason is apparent for treating domestic violence support orders differently, a quite different result obtains with respect to a regularly entered support order, which is not vacated by the reconciliation of the parties. Rather, a court order is necessary. Cf. Ohlhoff v. Ohlhoff, 246 N.J. Super. 1, 586 A.2d 839 (App.Div. 1991). Experience teaches that temporary reconciliations often occur in domestic violence settings and, accordingly, any attempt to incorporate permanent child support provisions in domestic violence orders runs the substantial risk of administrative difficulty without obtaining any concurrent benefit. The Appellate Division has warned specifically against the utilization of "a stale domestic violence order" as a vehicle for enforcing child support arrears. Mohamed v. Mohamed, 232 N.J. Super. at 475, 557 A.2d 696. The same warning applies here with equal force.
The conclusion that the child support provisions of a domestic violence order should not be enforced, as requested here, is further buttressed by the provisions of N.J.S.A. 2C:29-9, which provides that a knowing violation of any provision in a domestic violence order constitutes a crime of the fourth degree (or in some cases, a disorderly persons offense). That section, however, specifically excludes violations of orders determining child support, child custody, visitation or the like from its ambit. *168 Although there are other provisions for incarceration for failure to follow a court order (specifically R. 1:10-1 through -5 inclusive), it is unreasonable to believe that the Legislature specifically prohibited utilization of contempt proceedings if it contemplated that other incarceration could be used to compel compliance. This demonstrates a legislative recognition of the extremely limited purpose of the child support provisions of a domestic violence order. They are intended solely to protect the custodial parent on an emergent basis.
It is possible, I suppose, to construct a theoretical basis which permits the entry of a "final" support order which is treated differently from any other final order but no benefit is readily apparent from torturing the theoretical underpinnings of our law of support. There is no inconvenience to the litigant who may file the actions simultaneously. What minor administrative duplication occurs is more than offset by practical considerations and theoretical consistency.
In short, there is no reason to treat a domestic violence support order as anything more than a stop gap measure effective only for so long as it takes to institute expeditiously a proper support action and diligently pursue it to a conclusion.[1] Under all of the circumstances, it is unfair to a litigant to enforce the provisions of a domestic violence restraining order where the opportunity to fully and fairly litigate the amount of the child support obligation is not present and where no expeditious attempt has been made by the custodial parent to initiate an orderly and deliberative child-support fixing procedure. The application for enforcement is denied.
NOTES
[1]  This conclusion is supported by the recent amendments to the Prevention of Domestic Violence Act which provide in section 13(b)(10). "An order awarding emergent monetary relief to the victim and other dependents, if any. An ongoing obligation of support shall be determined at a later date pursuant to applicable law." Clearly, the amendment recognizes the temporary nature of a support order entered in a domestic violence action and the necessity for further, more deliberative, proceedings.