Articles Posted in Business Law

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Jimmy Nation, Oliver McCollum, James Pickle, James Nation, Micah Nation, and Benjamin Chemeel II (collectively referred to as "the defendants") appealed the circuit court's denial of their motion to compel arbitration of a breach-of-contract claim filed against them by the Lydmar Revocable Trust ("Lydmar"). Lydmar owned a 75% membership interest in Aldwych, LLC. In 2008, Lydmar and the defendants entered into an agreement pursuant to which Lydmar agreed to sell its membership interest in Aldwych, LLC, to the defendants. The defendants paid Lydmar a portion of the agreed price at the time the agreement was executed and simultaneously executed two promissory notes for the balance of the purchase price. By 2014, Lydmar sued defendants for breach of contract for failing to make the required payments. At the request of the parties, the circuit court delayed setting the matter for a bench trial until they had an opportunity to resolve the case without a trial. The parties' attempts failed. Thereafter, defendants filed a motion to compel arbitration of Lydmar's breach-of-contract claim. Lydmar did not file a response to the defendants' motion to compel arbitration. After review, the Alabama Supreme Court reversed, finding defendants submitted evidence showing that Lydmar signed a contract agreeing that all disputes between them related to the defendants' purchase of Lydmar's membership interest in Aldwych would be settled in arbitration and that the contract evidenced a transaction affecting interstate commerce. Lydmar did not refute that evidence, nor did it establish that the defendants waived their right to rely on those arbitration provisions. Therefore, the circuit court erred by returning the case to its active docket and effectively denying the defendants' motion to compel arbitration. View "Nation et al. v. Lydmar Revocable Trust" on Justia Law

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Defendants Robert Przybysz, Ingenuity International, LLC ("Ingenuity"), David Byker, and Global Asset Management Holdings, LLC ("GAM"), filed two petitions for a writ of mandamus. Both petitions sought a writ ordering the Jefferson Circuit Court to vacate the portion of its order requiring Przybysz, Byker, and GAM to dismiss an action they filed in the United States District Court for the Northern District of Alabama against Nannette Smith alleging breach of a settlement agreement between the parties. Smith and B2K Systems, Inc. ("B2K Inc."), filed an action against the defendants and B2K Systems, LLC ("B2K LLC"), asserting various claims, and, at some point, GAM filed an action against B2K LLC. The two cases were consolidated. After years of litigation, the parties entered into a settlement agreement, settling both cases. As part of the settlement agreement, Byker and/or GAM were to make an initial payment to Smith and then additional payments over a 30-month period. In exchange, Smith agreed to provide a business asset, which was the object of the underlying litigation, to the defendants. Because the settlement agreement required payments to be made over a 30- month period, the circuit court did not enter a final judgment on the settlement agreement, but placed the case on its administrative docket with the intention of leaving it there until the payments to Smith were satisfied. There was no indication that a final judgment has been entered in the underlying cases. Przybysz, Byker, and GAM sued Smith in the federal district court asserting various claims based on Smith's alleged breach of the settlement agreement. The Alabama Supreme Court agreed with defendants: the circuit court did not have the authority to order Przybysz, Byker, and GAM to dismiss their federal action against Smith; the defendants demonstrated a clear legal right to the relief they sought. View "Ex parte Robert Przybysz" on Justia Law

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Daphne Automotive, LLC, and its employee, Robin Sanders appealed a circuit court order denying their motion to compel arbitration of the claims filed against them by Eastern Shore Neurology Clinic, Inc. ("Eastern Shore"), and Rassan Tarabein. Tarabein owned Eastern Shore and another company, Infotec, Inc. Tarabein hired his nephew, Mohamad Tarbin, as an employee of Infotec. As part of the nephew's compensation, Tarabein agreed to provide him with the use of a vehicle for as long as he was employed with Infotec. Accordingly, Tarabein purchased, through Eastern Shore, a vehicle from Daphne Automotive. Tarabein, the nephew, and the dealership agreed that the dealership would arrange for the vehicle to be titled in the nephew's name, but that Eastern Shore would be listed on the title as lienholder. In conjunction with the sale, the nephew signed the sales contract, which contained an arbitration clause. Tarabein executed only the documents to establish Eastern Shore as lienholder on the title for the vehicle. In January 2014, the Department of Revenue issued an original certificate of title for the vehicle that listed no lienholders to the nephew. A few months later, the nephew was terminated from his job with Infotec, and Tarabein attempted to take back the vehicle, but the nephew refused. According to Tarabein, the dealership never informed him that it had failed to list Eastern Shore as a lienholder on the application for the certificate of title. As a result, the nephew held title to the vehicle free and clear, and Eastern Shore held a reissued certificate of title for the same vehicle, listing it as lienholder. Eastern Short attempted to repossess the vehicle; the nephew avoided being arrested by producing the free-and-clear title to the vehicle. According to Tarabein, he became aware of the existence of the second certificate of title after the attempted arrest. Tarabein thereafter sued the dealership for a variety of claims; the dealer moved to compel arbitration. The Alabama Supreme Court concluded the dealership failed to meet its burden of proving the existence of a contract calling for arbitration: the sales contract was limited in its scope with respect to disputes arising to parties to the contract and the agreements, here, between the nephew and the dealership. Accordingly, the Court found the trial court did not err in denying the dealership’s motion to compel arbitration. View "Daphne Automotive, LLC v. Eastern Shore Neurology Clinic, Inc." on Justia Law

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Andrew Barnwell appealed the grant of summary judgment entered in favor of CLP Corporation ("CLP"). CLP owned and operated a McDonald's fast-food restaurant. In 2013, Barnwell visited the restaurant. Barnwell stated that after he entered the restaurant, he went straight to the restroom to wash his hands. Upon exiting the restroom, Barnwell alleged he slipped and fell, and complained of leg and back pain shortly thereafter. Barnwell sued CLP, asserting a claim of negligence. After a review of the facts entered in the trial court record, the Supreme Court held the circuit court erred in entering a summary judgment in favor of CLP. "CLP failed to present substantial evidence supporting its affirmative defense that the [floor's] condition that allegedly caused Barnwell to slip and fall was an open and obvious danger." View "Barnwell v. CLP Corporation" on Justia Law

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Austal USA, LLC filed two petitions for a writ of mandamus directing the Mobile Circuit Court to dismiss certain claims asserted against it by plaintiffs Michael Keshock, Martin Osborn, Richard Fitzgerald, Tyrone Lucas, Riley Bodiford, Tommie Brandon, Justin Reed, and William White. Austal operates a shipyard in Mobile that builds naval vessels. Each of the plaintiffs is an employee of Austal who claims to have been injured while working in the course of his or her employment. Specifically, each plaintiff claimed to have been injured by a tool known as a "Miller saw." After a review of the circuit court record, the Supreme Court concluded that Austal did not show a clear legal right to the relief sought. Accordingly, the Court denied Austal's petitions. View "Ex parte Austal USA, LLC." on Justia Law

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PT Solutions Holdings, LLC ("PT Solutions"), petitioned for a writ of mandamus seeking an order directing the Barbour Circuit Court to vacate its order denying PT Solutions' motion to dismiss the underlying complaint filed by Laurie White based on an outbound forum selection clause and to grant the motion to dismiss. PT Solutions hired White as the clinic director of its Eufaula location. In September 2014, PT Solutions revised the employment agreements for its clinic directors. The letter agreement described a bonus structure, and included a noncompete clause. The agreement also contained a forum-selection clause, selecting Fulton County, Georgia as proper venue for disputes between the parties. White voluntarily resigned her position as clinic director of PT Solutions' Eufaula clinic and became clinic director for Eufaula Physical Therapy (EPT). She also recruited the office manager and two physical therapists who were working at PT Solutions' Eufaula clinic to come work at EPT. Because of White's actions on behalf of EPT, PT Solutions' counsel sent White a cease-and-desist letter in which he asserted that White had violated the noncompetition agreement. In response, White sued PT Solutions and fictitiously named defendants in the Alabama Circuit Court seeking a judgment declaring that the noncompetition agreement was unenforceable. After review, the Alabama Supreme Court found that White failed to clearly establish that enforcement of the forum-selection clause would be either unfair or unreasonable. PT Solutions demonstrated a clear legal right to have the action against it dismissed on the basis that venue in the Barbour Circuit Court was, by virtue of the forum-selection clause, improper. The circuit court exceeded its discretion in denying PT Solutions' motion to dismiss. Accordingly, the Supreme Court granted PT Solutions' petition and granted the writ. View "Ex parte PT Solutions Holdings, LLC." on Justia Law

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The Town of Mosses and its chief of police Jimmy Harris, separately petitioned the Alabama Supreme Court for a writ of mandamus directing the Lowndes Circuit Court to enter a summary judgment in their favor on certain claims asserted against them by Geraldine Grant Bryson. The Court consolidated their petitions for the purpose of writing one opinion. At the time of the events giving rise to this action, Bryson operated an entertainment venue known as "The Spot." Bryson described "The Spot" as a "community center for all activities." Bryson requested that the Town grant her a liquor license, but the Town's council denied her request. In 2010, Bryson rented "The Spot" to a deejay, who planned to host a "beer bash" on its premises. Approximately 200 people turned out for the event even though the entertainment portion of the event was ultimately canceled by the deejay. Although Bryson, who was at "The Spot" on the night of the event, testified that she did not see anyone consuming alcoholic beverages at the event, she acknowledged that the deejay hosting the event had brought alcohol that he planned to "give ... away [to] the community for showing support for the center." The mayor saw one of the deejay's flyers promoting the event. The mayor, in turn, notified Harris. Harris saw one of the flyers, organized a task force of officers from multiple law-enforcement agencies, and entered "The Spot," observing alcohol being consumed. Bryson was ultimately arrested for selling alcohol without a license. The charges against Bryson were later dismissed because the Town was unable to produce a witness who could testify to paying an admission to "The Spot" and drinking alcohol on the premises. Bryson sued the Town and Harris asserting claims of malicious prosecution, false arrest, false imprisonment, harassment, intentional infliction of emotional distress, libel, and slander. When the trial court denied the Town and Harris' motions to dismiss, they sought mandamus relief. The Alabama Supreme Court directed the trial court to vacate its order denying Harris's summary-judgment motion as to the false-arrest, false-imprisonment, and malicious-prosecution claims and to enter a summary-judgment for Harris on those grounds. To the extent Harris sought mandamus review of intentional infliction of emotional distress, harassment, libel, and slander, the petition was denied. The trial court was further directed to vacate its order denying the Town's summary-judgment motion and to enter a summary judgment for the Town as to each claim asserted against it. View "Ex parte Town of Mosses." on Justia Law

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The Circuit Court dismissed claims asserted by St. Union Baptist Church, Inc. ("the corporation"), against Reverend James M. Howard, Sr., and the counterclaims asserted by Howard against the corporation and its directors after concluding that their dispute was ecclesiastical in nature and outside the jurisdiction of the court. The Supreme Court affirmed the trial court's dismissal of the corporation's claims because they were indeed ecclesiastical in nature and outside the Circuit Court's jurisdiction. But the Court reversed dismissal of Howard's claims because the issues underlying that appeal involved only the financial affairs and property rights of the church. Howard's case was remanded for further proceedings. View "St. Union Baptist Church, Inc. v. Howard" on Justia Law

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This nearly two-decade-old case "is a veteran of numerous appellate campaigns." Pavilion Development, LLC's attempted redemption of the property at issue gave rise to five opinions from the Alabama Supreme Court. E.B. Investments, L.L.C. ("EB Investments"), appealed a Circuit Court holding that Pavilion was entitled to redeem certain property in Madison County in which EB Investments and other parties held legal interests (appeal no. 1141259). Pavilion filed a separate appeal naming as appellees JBJ Partnership, Pace Properties ("Pace"), James P. Pace, individually and as personal representative of the estate of James E. Pace, and William Byron Pace and challenged certain aspects of the same order, namely, the amount it had to pay redeem the property (appeal no. 1141416). The appeals were consolidated for the purpose of issuing one opinion. As to EB Investments' appeal, the Supreme Court affirmed in part and dismissed the appeal in part. As to Pavilion's appeal, the Court affirmed in part, reversed in part, and remanded. View "E.B. Investments, L.L.C. v. Pavilion Development, L.L.C., et al." on Justia Law

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Clatus Junkin, a resident of Fayette County, owned and operated Johnco Materials, Inc., a sand and gravel pit located in Lowndes County. At some point in time, Junkin purchased diesel fuel from Southeastern Energy and had it delivered to Johnco Materials. When Southeastern Energy did not receive payment for the fuel, Southeastern Energy sued Johnco Materials and Junkin, individually, in Lowndes County. With regard to Junkin, Southeastern Energy alleged that "Junkin was personally liable to Southeastern Energy for diesel fuel that was sold and delivered to Johnco Materials." At the request of the parties, the Lowndes Circuit Court entered a consent judgment against Johnco Materials and in favor of Southeastern Energy for an agreed-upon amount and dismissed Junkin from the action with prejudice. Junkin then sued Southeastern Energy in Fayette County alleging malicious prosecution by Southeastern Energy in the Lowndes County case. Southeastern Energy moved to dismiss the malicious prosecution action or, in the alternative, to transfer the action to "Montgomery County, Alabama, or any other proper venue, pursuant to Rule 82(d), Ala. R. Civ. P., and governing law." Southeastern Energy Corp. petitioned the Alabama Supreme Court for a writ of mandamus ordering the Fayette Circuit Court to vacate its order denying Southeastern Energy's motion for a change of venue for the underlying action and directing the Fayette Circuit Court to grant the motion and transfer the action to the Montgomery Circuit Court (case no. 1150033). Southeastern Energy filed a second petition for a writ of mandamus asking the Supreme Court to direct the Fayette Circuit Court to vacate an order transferring the underlying action to the Lowndes Circuit Court, and to direct the Fayette Circuit Court to enter an order transferring the action to the Montgomery Circuit Court (case no. 1150294). Finding no errors in the transfer orders, the Supreme Court dismissed Southeastern Energy's petition in case no. 1150033, and denied its petition in case no. 1150294. View "Ex parte Southeastern Energy Corp." on Justia Law