Justia Alabama Supreme Court Opinion Summaries

Dr. Tara Lynd, M.D. appealed the grant of summary judgment entered in favor of Marshall County Pediatrics, P.C. ("MCP"), in her action seeking a judgment declaring the proper valuation of her shares in MCP. In July 1978, John Packard, M.D. filed articles of incorporation forming MCP, a medical practice specializing in pediatrics in Guntersville, Alabama. At the same time, MCP adopted bylaws. Those bylaws reference a separate "stockholder agreement," but one was never executed. Over time, Dr. Packard hired other physicians to work with him in MCP. In 2005, Dr. Packard hired Dr. Lynd as a pediatrician to work for MCP. In 2013, Dr. Packard retired from practice, and he sold MCP to four other physicians who were then working for MCP: Dr. David Chupp, Dr. Don Jones, Dr. Sarah Rhodes, and Dr. Lynd. At the time of sale, each physician paid Dr. Packard $1,000, with the understanding that he or she would pay Dr. Packard the remaining amount due for his or her shares, with interest, over a period of several years. At the time the four physicians acquired MCP from Dr. Packard, they accepted the bylaws without alteration. They did not execute a stockholder agreement. In 2014, Dr. Lynd telephoned each of the other physicians to inform him or her that she would be leaving MCP. Dr. Rhodes testified in her affidavit that, upon Dr. Lynd's severance from MCP, the other three physicians did not dispute that Dr. Lynd was owed her portion of the receivables/production bonuses generated by MCP. A dispute formed over the valuation of her shares. The Alabama Supreme Court determined Dr. Lynd failed to demonstrate that she should receive the fair value of her stock in MCP, and that the trial court did not err in denying her motion for a summary judgment. View "Lynd v. Marshall County Pediatrics, P.C." on Justia Law

Dr. Tara Lynd, M.D. appealed the grant of summary judgment entered in favor of Marshall County Pediatrics, P.C. ("MCP"), in her action seeking a judgment declaring the proper valuation of her shares in MCP. In July 1978, John Packard, M.D. filed articles of incorporation forming MCP, a medical practice specializing in pediatrics in Guntersville, Alabama. At the same time, MCP adopted bylaws. Those bylaws reference a separate "stockholder agreement," but one was never executed. Over time, Dr. Packard hired other physicians to work with him in MCP. In 2005, Dr. Packard hired Dr. Lynd as a pediatrician to work for MCP. In 2013, Dr. Packard retired from practice, and he sold MCP to four other physicians who were then working for MCP: Dr. David Chupp, Dr. Don Jones, Dr. Sarah Rhodes, and Dr. Lynd. At the time of sale, each physician paid Dr. Packard $1,000, with the understanding that he or she would pay Dr. Packard the remaining amount due for his or her shares, with interest, over a period of several years. At the time the four physicians acquired MCP from Dr. Packard, they accepted the bylaws without alteration. They did not execute a stockholder agreement. In 2014, Dr. Lynd telephoned each of the other physicians to inform him or her that she would be leaving MCP. Dr. Rhodes testified in her affidavit that, upon Dr. Lynd's severance from MCP, the other three physicians did not dispute that Dr. Lynd was owed her portion of the receivables/production bonuses generated by MCP. A dispute formed over the valuation of her shares. The Alabama Supreme Court determined Dr. Lynd failed to demonstrate that she should receive the fair value of her stock in MCP, and that the trial court did not err in denying her motion for a summary judgment. View "Lynd v. Marshall County Pediatrics, P.C." on Justia Law

Homer Watson, as personal representative of the estate of Mary Fejeran, deceased, appealed the grant of summary judgment in a wrongful death action in favor of defendants the University of Alabama Health Services Foundation, P.C., and Graham C. Towns, M.D. The defendants filed a motion for a summary judgment pursuant to Rule 56, Ala. R. Civ. P., on the basis that Watson lacked the representative capacity to bring the wrongful-death action. In support of their summary judgment motion, the defendants attached a copy of a March 24, 2014, final-settlement order indicating that Watson had been discharged as the personal representative of Fejeran's estate. Watson moved the probate court to clarify its March 24, 2014, order or, alternatively, to correct a clerical error in the order pursuant to Rule 60(a), Ala. R. Civ. P. Watson specifically alleged in his motion to clarify and/or to correct that his petition for final settlement sought relief only for liability arising from estate-administration activities and that the petition did not seek closure of the estate or termination of his letters of administration. On the same day, the probate court entered an order, dated March 23, 2017, purporting to clarify and/or to correct its March 24, 2014, order. Based on review of the probate court’s “clarification,” the Alabama Supreme Court concluded Watson was legally discharged as personal representative of Fejeran's estate, lacked the representative capacity to bring the wrongful-death action, therefore the action was therefore a nullity. Accordingly, the summary judgment in favor of the defendants was affirmed. View "Watson v. University of Alabama Health Services Foundation, P.C." on Justia Law

International Paper Company and three employees (Janet Pridgeon, Joni Harris, and Shawn Blenis) sought a writ of mandamus directing the Wilcox Circuit Court to rule upon a pending motion to dismiss a case against them for improper venue, based on an outbound forum-selection clause in a waste services agreement between International Paper and JRD Contracting & Land Clearing, Inc. ("JRD C & L"). After review, the Alabama Supreme Court determined the circuit court exceeded its discretion by failing to rule on, and instead "taking under advisement," the motion to dismiss the third-party complaint based on improper venue while allowing discovery on the merits to proceed and setting deadlines for summary-judgment motions and setting the trial date. Therefore, the Supreme Court issued the writ and directed the circuit court to issue an order addressing the merits of IPC's motion to dismiss based on improper venue. The Court expressed no opinion as to whether IPC's motion should or should not be granted; "[w]hile the writ [of mandamus] will issue to compel the exercise of discretion by a circuit judge, it will not issue to compel the exercise of discretion in a particular manner." View "Ex parte International Paper Company et al." on Justia Law

Paul Irwin, Jr., appealed a final judgment of the Jefferson Circuit Court dismissing his claim for injunctive relief against the Jefferson County Personnel Board ("the Board") and the City of Trussville ("Trussville"). This case arose from Trussville's desire to hire a police chief following the retirement of its former chief. Trussville interviewed Irwin and two other candidates from a certified list of candidates. Trussville did not hire Irwin or any other candidate from the certified list supplied by the Board in January 2017. Instead, Trussville returned the list to the Board and requested that the Board administer a new test for the position of Police Chief II. On January 23, 2017, the Board "expired" the eligibility list. On January 27, 2017, the Board also approved Trussville's request to hire a provisional police chief until such time as a new assessment examination could be administered and a new eligibility list generated. On March 1, 2017, Irwin sued the Board and Trussville, contending that, once the Board issued to Trussville a certified list of eligible candidates for the position of police chief, Trussville was required to hire a candidate from that list and had no discretion to leave the position unfilled. The complaint sought only injunctive relief. The Alabama Supreme Court determined the specific actions Irwin sought to enjoin –- the administration of a new examination for the position of Trussville's police chief and the appointment of a candidate to the position of police chief who was not on the January 2017 certified list –- have since occurred. Accordingly, it was impossible to provide Irwin the relief he requested. Irwin's appeal was dismissed. View "Irwin v. Jefferson County Personnel Board" on Justia Law

Alfa Insurance Corporation, ALFA Mutual General Insurance Corporation, ALFA Life Insurance Corporation, and ALFA Specialty Insurance Corporation (collectively, "Alfa") petitioned the Alabama Supreme Court for a writ of mandamus seeking review of an order entered by the Montgomery Circuit Court on December 18, 2015. Although Alfa set forth three issues for review, the Supreme Court reviewed only one: whether the circuit court had jurisdiction to enter the December 18, 2015, order and whether it exceeded its discretion by not setting that order aside. R.G. "Bubba" Howell, Jr., and M. Stuart "Chip" Jones were insurance agents for an Alfa insurance agency in Mississippi. Their agency agreements with Alfa included an arbitration provision, as well as a provision requiring Howell and Jones to purchase "errors and omissions" insurance coverage. In 2012, Alfa accused Howell and Jones of selling competing products in contravention of their agency agreements; Howell and Jones, however, alleged that their actions had been approved by Alfa. Regardless, Alfa forced Howell to resign his position as an Alfa agent on December 31, 2012, and discharged Jones on January 1, 2013. After review, the Supreme Court concluded the circuit court exceeded its discretion in entering the December 18, 2015, order compelling discovery pretermitted discussion of the other, two discovery issues. View "Ex parte Alfa Insurance Corporation et al." on Justia Law

Alfa Insurance Corporation, ALFA Mutual General Insurance Corporation, ALFA Life Insurance Corporation, and ALFA Specialty Insurance Corporation (collectively, "Alfa") petitioned the Alabama Supreme Court for a writ of mandamus seeking review of an order entered by the Montgomery Circuit Court on December 18, 2015. Although Alfa set forth three issues for review, the Supreme Court reviewed only one: whether the circuit court had jurisdiction to enter the December 18, 2015, order and whether it exceeded its discretion by not setting that order aside. R.G. "Bubba" Howell, Jr., and M. Stuart "Chip" Jones were insurance agents for an Alfa insurance agency in Mississippi. Their agency agreements with Alfa included an arbitration provision, as well as a provision requiring Howell and Jones to purchase "errors and omissions" insurance coverage. In 2012, Alfa accused Howell and Jones of selling competing products in contravention of their agency agreements; Howell and Jones, however, alleged that their actions had been approved by Alfa. Regardless, Alfa forced Howell to resign his position as an Alfa agent on December 31, 2012, and discharged Jones on January 1, 2013. After review, the Supreme Court concluded the circuit court exceeded its discretion in entering the December 18, 2015, order compelling discovery pretermitted discussion of the other, two discovery issues. View "Ex parte Alfa Insurance Corporation et al." on Justia Law

Nautilus Insurance Company ("Nautilus") and Lyon Fry Cadden Insurance Agency, Inc. ("LFC"), separately petitioned the Alabama Supreme Court for writs of mandamus directing the the trial court to vacate its orders denying their motions to dismiss the action filed against them by Precision Sand Products, LLC ("Precision"). From June 10, 2015, to June 10, 2016, Precision had in place a commercial general-liability insurance policy it had purchased from Nautilus through LFC, an insurance broker. In March 2016, Terry Williams sued Precision seeking recovery for injuries he allegedly suffered on Precision's property during the period the policy was in effect. Pursuant to the terms of the policy, Precision demanded that Nautilus defend and indemnify it against the Williamses' claims. Nautilus agreed, under reservation of rights, to defend Precision against the Williamses' claims. Then Nautilus filed a declaratory-judgment action against Precision and the Williamses at the federal district court, seeking a judgment declaring that, pursuant to an exclusion in the policy, Nautilus was not obligated to defend and indemnify Precision against the Williamses' claims. Precision filed in the Williamses' action a "crossclaim complaint" against Nautilus and LFC ("the state action"), asserting against both Nautilus and LFC various contract and negligence claims. Before the Alabama Supreme Court, LFC argued Precision could not recover against LFC for fraudulently procuring inadequate insurance or for negligently failing to procure adequate insurance unless and until Precision was actually denied coverage for, or a defense against, the Williamses' claims. The Supreme Court found the trial court, as a court of general jurisdiction, clearly had the constitutional and statutory authority to hear the types of claims Precision asserted against LFC. Thus, LFC did not demonstrate it had a clear legal right to dismissal from the state action based on a lack of subject-matter jurisdiction over Precision's claims. Nautilus has demonstrated that, under section 6-5-440 Ala. Code 1975, it had a clear legal right to dismissal from the state action. Accordingly, the Court granted Nautilus's petition and issued the writ directing the trial court to dismiss Nautilus from the state action. Furthermore, the Court determined LFC failed to carry its burden of demonstrating that it had a clear legal right to dismissal from the state action. Accordingly, LFC's petition was also denied. View "Ex parte Nautilus Insurance Company." on Justia Law

SCI Alabama Funeral Services, LLC, d/b/a Elmwood Cemetery and Mausoleum ("SCI"); Service Corporation International; SCI Funeral Services, LLC; Elmwood Cemetery Co.; Phyllis Pesseackey; and Jonathan Wheatley (collectively, "the defendants") appealed an order denying their motion to compel arbitration. The circuit court denied the motion to compel because it concluded that the relevant arbitration provision was unconscionable and thus unenforceable. In 2004, Johnnie Hinton ("Johnnie") signed a contract with SCI to purchase the interment rights to two burial spaces in Elmwood Cemetery. The contract contained an arbitration provision stating that "any claim" that Johnnie "may have" against SCI must be resolved by arbitration. In August 2016, Johnnie's husband, Nathaniel Hinton, passed away. Johnnie began to make arrangements to have Nathaniel buried in one of the two burial spaces to which she had acquired interment rights in 2004. SCI then informed Johnnie that someone else had mistakenly been buried in Nathaniel's space. According to Johnnie's complaint, the space she acquired for Nathaniel is next to the space where her father is buried. At Johnnie's request, SCI disinterred the deceased who was buried in the space Johnnie had acquired and buried him elsewhere so that Nathaniel could be buried in the space; Nathaniel was subsequently buried there. In September 2016, Johnnie sued SCI and the other defendants, alleging breach of contract and several other claims. The defendants moved to compel arbitration, citing the arbitration provision in the contract. Johnnie argued that the arbitration provision was unenforceable because, she said, the contract does not evidence a transaction affecting interstate commerce and the arbitration provision is unconscionable. The circuit court denied the motion to compel, concluding that the arbitration provision is unconscionable. Both substantive unconscionability and procedural unconscionability must be shown to establish unconscionability as a defense to an arbitration provision; these are separate, independent elements. The Alabama Supreme Court determined the arbitration provision in this case was not substantively unconscionable, and did not need to consider the issue of procedural unconscionability. The circuit court erred in denying the motion to compel arbitration. Therefore, the Court reversed the order and remanded the case for the circuit court to enter an order granting the motion to compel arbitration. View "SCI Alabama Funeral Services, LLC v. Hinton" on Justia Law

Terex USA, LLC ("Terex"), petitioned the Alabama Supreme Court for a writ of mandamus directing the Circuit Court to enforce an outbound forum-selection clause contained in a distributorship agreement between Terex and Cowin Equipment Company, Inc. ("Cowin"), and to dismiss Cowin's action against Terex based on improper venue pursuant to Rule 12(b)(3), Ala. R. Civ. P. Before August 2015, Cowin, a heavy-equipment dealer, had served as an authorized dealer of heavy equipment manufactured by the Liebherr Group for approximately 30 years. Cowin alleged Terex, a heavy-equipment manufacturer, began aggressively recruiting Cowin to become a dealer of its equipment in Alabama, Georgia, and Florida. At the time, Warrior Tractor & Equipment Company, Inc. ("Warrior"), was serving as the dealer for Terex's equipment in the region. Based on assurances from Terex that Cowin would be the only Terex dealer in the territory, Cowin allowed its relationship with Liebherr Group to expire. In August 2015, Cowin entered into a distributorship agreement with Terex to sell Terex heavy equipment in Alabama, Georgia, and Florida. Subsequent to entering into the distributorship agreement with Cowin, Terex entered into a new distributorship agreement with Warrior without providing notice to Cowin that Warrior would be reentering the heavy-equipment market. Cowin alleged Terex's failure to give it notice that Warrior would be reentering the market was contrary to common industry practices. Cowin sued Terex and Warrior, asserting various claims arising from Terex's alleged violation of the Alabama Heavy Equipment Dealer Act, sec. 8-21B-1 et seq., Ala. Code 1975 ("the AHEDA"). Terex moved the trial court pursuant to Rule 12(b)(3), Ala. R. Civ. P., to dismiss Cowin's complaint, arguing that venue in Jefferson County was improper because of the forum-selection clause in the distributorship agreement designating either the United States District Court for the Northern District of Georgia or the Georgia state court in Atlanta as the proper forum for any dispute between the parties arising from the distributorship agreement. "An outbound forum-selection clause is exactly the type of provision the legislature intended to prohibit because it would undermine the remedial measures and protections the legislature clearly intended to afford heavy-equipment dealers under the AHEDA; this is especially so as to the outbound forum-selection clause in this case, which also contains a choice-of-law provision designating Georgia law as controlling." The Alabama Supreme Court concluded Terex failed to establish a clear legal right to the relief it sought, so the Court denied its petition for a writ of mandamus. View "Ex parte Terex USA, LLC." on Justia Law