Justia Contracts Opinion SummariesArticles Posted in Supreme Court of Alabama
Oaks v. Parkerson Construction, LLC
Jeanne Oaks and Parkerson Construction, LLC ("Parkerson"), were engaged in a dispute concerning Parkerson's reconstruction of Oaks's fire-damaged residence in Huntsville, Alabama. Parkerson initiated the action, claiming that Oaks owed it more than $50,000 for its work. Oaks filed counterclaims alleging, among other things, that Parkerson misrepresented itself and performed deficient work. Parkerson moved the trial court to order that Oaks's counterclaims be arbitrated based on a provision in an unauthenticated work-authorization agreement that was attached to the motion. The trial court granted Parkerson's motion and ordered that Oaks's counterclaims be arbitrated. The Alabama Supreme Court reversed the trial court's arbitration order, however, because Parkerson did not meet its burden of establishing the existence of a contract calling for arbitration. View "Oaks v. Parkerson Construction, LLC" on Justia Law
Ex parte LED Corporations, Inc.
LED Corporations, Inc. ("LED"), and Anthony Florence petitioned the Alabama Supreme Court for a writ of mandamus to direct the Etowah Circuit Court ("the trial court") to vacate its order denying their motions to dismiss for lack of personal jurisdiction an action filed against them by SDM Electric, LLC ("SDM"), and to enter an order dismissing the case against them. SDM is an Alabama corporation that served as an electrical subcontractor for a construction project at a high school in Calhoun County, Alabama. LED is a Florida corporation owned by Florence, its sole shareholder. In 2017, SDM contacted LED to solicit a bid for lighting fixtures for use in the construction project. SDM executed and delivered to LED a purchase order for lighting fixtures; SDM paid LED the balance of the purchase order. The fixtures were never shipped, and, in late 2018, SDM sued LED and Florence (among others), for breach of contract, fraudulent misrepresentation and conversion. The Alabama Supreme Court affirmed the trial court, concluding SDM satisfied its burden in opposition to LED's and Florence's motions to dismiss by showing that LED and Florence has sufficient contacts with Alabama to support the exercise of specific personal jurisdiction and that the exercise of jurisdiction over them "complies with traditional notions of fair play and substantial justice." View "Ex parte LED Corporations, Inc." on Justia Law
Estate of Richard Rosenthal v. JRHBW Realty, Inc., d/b/a RealtySouth
Mark Rosenthal ("Mark"), as personal representative of the estate of Richard Rosenthal, deceased ("Richard"), appealed the grant of summary judgment entered in favor of JRHBW Realty, Inc., d/b/a RealtySouth ("RealtySouth"), and Charles Valekis on Richard's claims alleging breach of contract and negligence/wantonness. In early June 2013, Richard retained RealtySouth through its agent Valekis to assist him in locating a new house to purchase. Valekis told Richard about an unlisted property that Valekis believed would meet Richard's needs. Richard testified that he told Valekis that he would not buy the home without having a structural engineer examine it. Richard testified that, based on Valekis's representation that he had had a structural engineer inspect the home and on Valekis's representation that Garland Caudle, a home inspector (but not a structural engineer) had not found any structural issues, he placed an offer on the home. Richard closed on the home on July 19, 2013, and he moved into the home soon thereafter. After he had lived in the home for several months, Richard concluded that the home was too small and that he needed a larger home. He again engaged the services of Valekis and RealtySouth to sell the home. After the home was placed on the real-estate market, Richard began to notice problems with it. Valekis subsequently informed Richard that numerous potential buyers were concerned with the condition of the home. Ultimately, Richard had the home inspected by a foundation-repair contractor, and that contractor recommended that Richard hire a structural engineer. The structural engineer determined the home was experiencing significant structural distress and estimated that fixing the issues would cost over $100,000. In 2015, Richard sued RealtySouth, Valekis, Caudle, Foundations Unlimited of Alabama, and the Coopers (the previous owners of the house). The Alabama Supreme Court concluded Mark's allegation of a breach of contract by Valekis apart from the agency agreement was without merit. As the circuit court concluded, the agency agreement "contains language that RealtySouth and Valekis did not assume any responsibility to inspect the property or retain building experts to inspect the property," so the Court concluded the agency agreement did not provide a basis for Richard's breach-of-contract claim. Accordingly, the circuit court correctly entered a summary judgment in favor of RealtySouth and Valekis with respect to any alleged breach of contract. View "Estate of Richard Rosenthal v. JRHBW Realty, Inc., d/b/a RealtySouth" on Justia Law
Warner W. Wiggins v. Warren Averett, LLC
Plaintiff Warner Wiggins appeals a circuit court's order compelling him to arbitrate his claims against Warren Averett, LLC. Warren Averett was an accounting firm. Eastern Shore Children's Clinic, P.C. ("Eastern Shore"), a pediatric medical practice, was a client of Warren Averett. In September 2010, while Wiggins, who was a medical doctor, was a shareholder and employee of Eastern Shore, Warren Averett and Eastern Shore entered an agreement pursuant to which Warren Averett was to provide accounting services to Eastern Shore ("the contract"). The contract contained an arbitration clause. Thereafter, Wiggins and Warren Averett became involved in a billing dispute related to the preparation of Wiggins's personal income-tax returns. In 2017, Wiggins filed a single-count complaint alleging "accounting malpractice" against Warren Averett. Warren Averett filed an answer to Wiggins's complaint, asserting, among other things, that Wiggins's claims were based on the contract and were thus subject to the arbitration clause. A majority of the Alabama Supreme Court concluded the determination of whether Wiggins' claims were covered under the terms of the arbitration clause was delegated to an arbitrator to decide. Therefore, it affirmed the trial court's order. View "Warner W. Wiggins v. Warren Averett, LLC" on Justia Law
Ex parte Dow AgroSciences LLC.
Dow AgroSciences LLC ("DAS"), a counterclaim defendant, petitioned the Alabama Supreme Court for a writ of mandamus challenging a circuit court’s refusal to dismiss a fraud claim filed against it by defendant Robert Ward in an action filed by Andalusia Farmers Cooperative ("AFC") against Ward. Specifically, DAS contended that Ward's fraud claim was plainly barred by the applicable statute of limitations. The Supreme Court agreed and granted the petition. View "Ex parte Dow AgroSciences LLC." on Justia Law
Ex parte Sonya C. Edwards and Edwards Law, LLC.
Sonya C. Edwards and Edwards Law, LLC (collectively, "Edwards"), petitioned the Alabama Supreme Court for a writ of mandamus to direct a trial court to enter a summary judgment in their favor in an action filed against them by Ivan Gray. Sonya previously represented Gray in proceedings in federal court. In 2015, after mediation and a settlement, those proceedings concluded with the entry of a final judgment. Thereafter, Gray sought to set aside the settlement, and Sonya terminated her representation of Gray. In 2017, Gray sued Edwards alleging Edwards had entered into a contract with Gray in June 2014 in which Sonya agreed to represent Gray in the federal proceedings in exchange for a contingency fee of 50%. Gray alleged that he paid a total retainer fee in the amount of $14,380.85 to cover expenses. According to Gray's complaint, when his federal case concluded, Edwards disclosed that the actual expenses amounted to $4,516.77, therefore, he felt he was entitled to a refund of $9,864.08. When the refund was not forthcoming, Gray alleged Edward converted his retainer and breached the contract between the two. The Supreme Court determined the "act or omission or failure giving rise to the claim" occurred on September 16, 2015, and that was the operative date from which to measure the applicable two-year limitations period. Gray did not file his action until October 27, 2017, which was beyond the two-year limitations period. Accordingly, Edwards has demonstrated a clear legal right to have a summary-judgment entered in her favor. View "Ex parte Sonya C. Edwards and Edwards Law, LLC." on Justia Law
DeVos v. Cunningham Group, LLC
William DeVos, M.D., and Donald Simmons, M.D. (collectively, "the doctors"), appealed a preliminary injunction entered in an action filed against them by The Cunningham Group, LLC, and Cunningham Pathology, LLC. The doctors separately appealed the trial court's order denying their request to increase the amount of the surety bond for the imposition of the injunction. According to the complaint, the doctors had been employed by The Cunningham Group from April 30, 2007, until August 31, 2018, when the doctors terminated their employment without prior notice. The Cunningham Group, also identified in the complaint, other pleadings, and documents in the record as "Services LLC," provided pathology and cytology services through an agreement with Cunningham Pathology. The doctors entered into employment agreements with Services LLC in 2007, in which they agreed that, if they provided Services LLC less than 12 months' notice of their termination of their employment, they would pay Services LLC an amount equal to one year's annual salary. The doctors also agreed that, for a period of two years after the termination of employment, they would not directly or indirectly solicit any of Cunningham/Services' clients or referral sources without prior consent of Cunningham/Services. Cunningham asserted that Cunningham Pathology was an express third-party beneficiary of the doctors' employment agreements with Services LLC, and asserted claims of breach of contract and breach of fiduciary duty and sought to enforce the restrictive covenants contained in the employment agreements. Cunningham also filed a motion seeking a preliminary injunction to prohibit the doctors from violating the nonsolicitation provisions of the employment agreements. The Alabama Supreme Court found that the doctors would still be required to prove their actual damages should it later be determined that they were wrongfully enjoined. "[A]t this stage the trial court should be concerned only with setting an injunction bond amount that would adequately cover the doctors' prospective costs, damages, and attorney fees if it is later determined that the doctors were wrongfully enjoined." The Supreme Court found that based on the evidence presented to the trial court, a $25,000 injunction bond was "simply inadequate to compensate two physicians for damages and attorney fees in the event it is determined that they were wrongfully enjoined from soliciting and continuing to serve Brookwood through their new pathology business." The trial court's order denying the doctors' request to increase the amount of the injunction bond was reversed, and the case remanded for the trial court to increase the injunction-bond amount. View "DeVos v. Cunningham Group, LLC" on Justia Law
Ali v. Williamson
This case challenged a circuit court default judgment against Muhammad Wasim Sadiq Ali and others in favor of Mike Williamson after a case ordered to private arbitration was remanded to the trial court. Williamson, Patrick Watson, Ali, and others formed RPM, a regional supplier of rental cranes based in Birmingham, in 2008. Williamson was employed as RPM's general manager. Ali was the primary investor and majority owner of RPM, and Ali and Watson allegedly represented to Williamson at the time RPM was formed that Williamson would own a 12% share of the company. In 2012, Watson and Ali told Williamson that, in order to accrue his 12% equity interest in RPM at the end of his five-year employment term, he needed to pay $1,000,000, and that, if Williamson could not pay, his employment would be terminated unless he signed an employment agreement. Williamson signed an employment agreement with RPM which contained an arbitration clause. The employment agreement also contained a noncompetition clause that prohibited Williamson, for two years following the termination of his employment with RPM, from competing with RPM and from being employed by any business that is in competition with RPM. In 2013, a dispute between Williamson and RPM arose concerning Williamson's insurance coverage with respect to RPM vehicles. RPM terminated Williamson's employment "for cause," citing his failure to obtain an appropriate certificate of insurance. In 2014, Williamson filed a complaint against RPM Cranes, LLC ("RPM"), asserting claims of breach of contract, unjust enrichment, conversion, unreasonable restraint of trade, and misrepresentation arising from his alleged ownership of, his employment with, and the termination of that employment with RPM. Ali contended the default judgment was void because the trial court lacked personal jurisdiction over him. After review, the Alabama Supreme Court agreed, and reversed and remanded. View "Ali v. Williamson" on Justia Law
Moore v. Estate of Moore
Defendant Beulah Jean James Moore ("Beulah") appealed the grant of summary judgment entered in favor of plaintiff Billy Edward Moore ("Billy"), individually and as executor of the estate of his brother and Beulah's husband, Jimmy Lee Moore ("Jimmy"), in an action filed by Billy seeking the enforcement of a prenuptial agreement. The Alabama Supreme Court concluded summary judgment was appropriate. Beulah argued that language in the prenup discussing "spousal consents or waivers" granted her the proceeds of Jimmy's 401(k) plan and the pension plan unless a spousal waiver was executed . However, the Court found agreement made clear that Jimmy and Beulah agreed that the separate property each brought into the marriage--including the 401(k) plan and the pension plan--would remain separate. Jimmy and Beulah further agreed that neither of them would "claim, demand, assert any right to, take or receive any part of the property of the other as described on Schedules 1 and 2," which included the 401(k) plan and the pension plan. The second clause of section 4.4 allowed the owner of "an IRA or other plan account" to "direct" the "distribution of benefits" to one through a "beneficiary designation." Under this clause, Jimmy was permitted to name Billy as the designated beneficiary of the 401(k) plan and the pension plan, which he had done before he married Beulah, who had, in turn, renounced her claim to the plans. "Nothing in section 4.4 suggests that the failure to execute a spousal consent or waiver changes the parties' clear intent throughout the entire prenuptial agreement to renounce claims to the other's property; instead, the purpose of the requirement is to ensure that the parties' desires to retain control over the distribution of their accounts through a beneficiary designation is accomplished." Under those circumstances, Beulah breached the prenuptial agreement by retaining the benefits from the 401(k) plan and the pension plan. Thus, the trial court properly entered a summary judgment in favor of Billy. View "Moore v. Estate of Moore" on Justia Law
Magic City Capital, LLC v. Twickenham Place Partners, LLC
Magic City Capital, LLC ("Magic City"), appealed the grant of summary judgment entered by the Madison Circuit Court in favor of Twickenham Place Partners, LLC ("Twickenham"). Because the Alabama Supreme Court determined events that occurred during the trial-court proceedings rendered the action moot and the trial court, therefore, was divested of subject-matter jurisdiction, the Supreme Court dismissed the appeal. View "Magic City Capital, LLC v. Twickenham Place Partners, LLC" on Justia Law