Justia Business Law Opinion Summaries

Articles Posted in Supreme Court of Alabama
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Plaintiffs Karen Watters and Cheryl Yarbrough appealed the grant of summary judgment entered in favor of Birmingham Hematology and Oncology Associates, LLC, d/b/a Alabama Oncology ("Alabama Oncology"), and Brian Adler on their claims alleging defamation and wantonness. Plaintiffs were formerly employed by Alabama Oncology. In August 2019, an anonymous letter was delivered to various physicians at several Alabama Oncology locations. The letter alleged that there had been illegal and unethical behavior by four staff members, two of whom were plaintiffs, and that there was "a massive lawsuit brewing." The letter also warned that an attorney would be contacting Alabama Oncology regarding a class-action lawsuit. In response to the letter, Alabama Oncology's executive director, Chris Barnes, contacted Alabama Oncology's outside legal counsel, Bradley Arant Boult Cummings LLP ("Bradley Arant") for advice on responding to the letter and preparing for the threatened litigation. Bradley Arant began conducting an internal investigation regarding the allegations in the anonymous letter. Ultimately, after the conclusion of the internal investigation, Alabama Oncology terminated plaintiffs' employment. Plaintiffs sued Alabama Oncology, and certain executive staff, alleging that their employment had been wrongfully terminated based on the executives' conspiracy to defame the plaintiffs and the results of what they alleged was a "sham investigation." The Alabama Supreme Court found that plaintiffs' "bare assertion that they satisfied their burden to defeat the summary-judgment motion" was insufficient to warrant reversal; the Court affirmed the trial court's judgment. View "Watters, et al. v. Birmingham Hematology and Oncology Associates, LLC, d/b/a Alabama Oncology, et al." on Justia Law

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Dolgencorp, LLC, appealed a judgment entered on a jury verdict in favor of Deborah Gilliam. In March 2016, Daisy Pearl White Freeman was operating her vehicle in the parking lot of the Northwood Shopping Center. Freeman lost control of the vehicle, ran over a six-inch curb, crossed a sidewalk, and crashed through the storefront of a Dollar General store, striking Gilliam -- a customer of the store. Gilliam sustained serious and permanent injuries. According to an Alabama Uniform Traffic Crash Report, Freeman reported that, immediately before the accident, she had been traveling across the shopping center parking lot when the vehicle's steering wheel began to shake, the vehicle jerked to the left, and the vehicle's brakes failed. The traffic report also indicated that witnesses had observed Freeman's vehicle traveling across the parking lot at a "high rate of speed." The traffic report listed the speed limit in the parking lot at 15 miles per hour; it was estimated that Freeman's vehicle had been traveling approximately 33-34 miles per hour when it collided with the storefront. Gilliam filed suit against, among others, Dolgencorp, which owned the Dollar General store, alleging that Dolgencorp had been negligent and wanton in failing to erect barriers such as bollards outside the store's entrance, which, she claimed, could have prevented Freeman's vehicle from crashing into the storefront and injuring her. Dolgencorp moved for a summary judgment, arguing, among other things, that Gilliam's claims were precluded as a matter of law. The Alabama Supreme Court concurred with the company, finding Gilliam's negligence claim failed as a matter of law. It therefore reversed the trial court's judgment and rendered judgment in favor of Dolgencorp. View "Dolgencorp, LLC v. Gilliam" on Justia Law

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Consolidated appeals arose from of a commercial dispute between Southern Lift Trucks, LLC ("Southern"), and Hyundai Construction Equipment Americas, Inc. ("Hyundai Construction") -- an alleged subsidiary of Hyundai Heavy Industries Co., Ltd. ("Hyundai Heavy Industries"). Southern was a heavy-equipment dealer for Hyundai Construction. Southern filed suit against Hyundai Construction and Hyundai Heavy Industries (collectively, as "Hyundai") asserting various claims, including claims under the Alabama Heavy Equipment Dealer Act ("the AHEDA"). Southern also sought a preliminary injunction to prevent Hyundai: (1) from unlawfully terminating one of the dealer agreements at issue in these appeals; and (2) from unlawfully adding a second dealer in the territory that was covered under another dealer agreement at issue. In response, Hyundai moved to compel arbitration. The circuit court granted Southern's request for a preliminary injunction and denied Hyundai's motion to compel arbitration. In appeal no. SC-2022-0675, the Alabama Supreme Court affirmed the trial court's order insofar as it granted Southern's motion for a preliminary injunction as to the forklift agreement. However, the Court reversed the trial court's order insofar as it issued a preliminary injunction related to the construction-equipment agreement, and remanded the case for the trial court to enter an order consistent with the Supreme Court's opinion. In case no. SC-2022-0676, the Supreme Court affirmed the trial court's order insofar as it denied Hyundai's motion to compel arbitration as to any provisions of Southern's declaratory-judgment claim relating to the "enforceability of any provision" of the dealer agreement. However, the Court reversed the trial court's order insofar as it denied Hyundai's motion to compel arbitration as to Southern's other claims, and that case was remanded for further proceedings. View "Hyundai Construction Equipment Americas, Inc., et al. v. Southern Lift Trucks, LLC" on Justia Law

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Todd Destafino had a longstanding business relationship with his (now former) mother-in-law, Georgia Lay, that soured after Destafino and Lay's daughter divorced. In the aftermath of the divorce, Lay began interfering with Destafino's property and business interests. Destafino eventually sued, claiming that Lay had trespassed on his property, interfered with his business operations, created a nuisance, and improperly failed to acknowledge his ownership interest in a company that he and Lay had jointly formed. After a bench trial, the circuit court entered judgment in Destafino's favor, awarding him $167,369.03. Lay appealed. Finding no reversible error in that judgment, the Alabama Supreme Court affirmed. View "Lay v. Destafino" on Justia Law

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Warren Averett Companies, LLC, sought a writ of mandamus to direct a circuit court to vacate its order denying Warren Averett's motion to strike the jury demand asserted by Gerriann Fagan and to enter an order granting the motion to strike the jury demand. The underlying dispute involved a business proposition Warren Averett made to Fagan to to build a human-resources consulting practice. Fagan would wind down the operations of her company, The Prism Group; Fagan would then become a member of Warren Averett, and Warren Averett would purchase The Prism Group's equipment and furniture, assume responsibility for The Prism Group's leases; and that Warren Averett would assume The Prism Group's membership in Career Partners International, LLC. The "Standard Personal Service Agreement" ("the PSA") entered into by Fagan and Warren Averett drafted by Warren Averett included, in pertinent part, a dispute-resolution clause. Fagan resigned from Warren Averett after a salary dispute, and, on February 28, 2019, Fagan filed a demand for arbitration with the American Arbitration Association ("AAA"). The AAA determined that, under its rules, Fagan owed $300 and Warren Averett owed $1,900. The AAA also stated that any dispute regarding the filing fees should be raised before the arbitrator for a determination once all the filing requirements, including payment of the fees, had been satisfied. Warren Averett refused to pay its share of the filing fees as requested by the AAA, and the AAA closed the file in the matter. Thereafter, Fagan sued Warren Averett alleging multiple causes of action. Fagan demanded a jury trial. Warren Averett moved to dismiss the claims, and concurrently moved to compel arbitration. The Alabama Supreme Court determined Fagan did not show prejudice by the almost two-year delay between the filing of Fagan's amended complaint and the filing of Warren Averett's motion to strike the jury demand: "The trial court granted Warren Averett's motion to compel arbitration, and Fagan sought review of that decision. We reversed that decision; on remand, the trial court set a scheduling conference, and Warren Averett filed its motion to strike Fagan's jury demand. Although there was a delay between the time that Fagan demanded a jury and the time that Warren Averett sought to strike that demand, Fagan has not shown that she was prejudiced by that passage of time." Warren Averett's petition was granted and the writ issued. View "Ex parte Warren Averett Companies, LLC." on Justia Law

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George Russell, doing business as Carl's Country, appealed a circuit court order dismissing his declaratory-judgment action, pursuant to Rule 12(b)(6), Ala. R. Civ. P., because the action did not state a justiciable controversy. Carl's Country was a bar operated under a Class 1 lounge liquor license in Autauga County, issued by the Alabama Alcoholic Beverage Control Board (ABC Board). The bar was located in Autauga County, outside the corporate limits of the City of Prattville ("the City") but within the City's police jurisdiction. At the time of Russell's declaratory-judgment action, there was no no law or ordinance in effect authorizing the sale of draft beer in Autauga County. In 2013, the State legislature enacted a statute pertaining to the City's authority to regulate the sale and distribution of draft beer. In turn, the City enacted an ordinance allowing for on-premises consumption of draft beer sold by licensees of the ABC Board within the City's corporate limits and police jurisdiction. In May 2020, after the enactment of Ordinance, the sheriff of Autauga County ordered Russell to cease and desist selling draft beer at his bar; Russell did not comply. The ABC Board also contacted Russell's draft-beer distributors and ordered them to cease delivering draft beer to the bar. Thereafter, an attorney for the Autauga County Commission, an attorney for the ABC Board, and the "City of Prattville- Police Committee" discussed whether the City could enact an ordinance authorizing the City to regulate the sale and distribution of draft beer within its police jurisdiction in Autauga County. It was determined that the City did not have the authority to regulate the sale and distribution of draft beer in the portions of Autauga County outside the City's corporate limits because such authority was reserved for the local governing body of Autauga County, i.e., the County Commission, and not the City. Russell, acting pro se, filed suit seeking a declaration the City had the authority to enact an ordinance extending the sale of draft beer to its police jurisdiction and, specifically, a judgment declaring the legality of draft-beer sales at his bar. The Alabama Supreme Court affirmed, finding that Russell did not claim the ordinance at issue was either invalid or unreasonable. There was, therefore, no bona fide justiciable controversy to be settled between Russell and the defendants. View "Russell d/b/a Carl's Country v. Sedinger, et al." on Justia Law

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Sandra Penney appealed a circuit court judgment which concluded, among other things, that she, Michael Shay Penney (“Shay”) and Emily Penney had been partners in an implied partnership to operate a poultry-farming business in Marshall County, Alabama. The trial court found that a loan entered into by the parties in 2002 (one of many loans), the members shared in the profits and losses, and certain actions taken with regard to business property implied a general partnership. Sandra appealed the judgment, arguing the trial court erred in treating certain real property as partnership property, and when it calculated her contribution to the partnership. She also argued the judgment was inequitable and contrary to Alabama Partnership Law. Finding no reversible error however, the Alabama Supreme Court affirmed the trial court. View "Penney v. Penney et al." on Justia Law

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Caterpillar Financial Services Corporation ("CFS") petitioned the Alabama Supreme Court for mandamus relief from a circuit court order purporting to grant a motion to set aside a default judgment in favor of CFS in its action against Horton Logging, LLC ("HL"), and Gary Horton ("Horton"). Because the Supreme Court found the trial court's order purported to grant a successive postjudgment motion, over which the trial court had no jurisdiction, it granted CFS's petition and issued the writ. View "Ex parte Caterpillar Financial Services Corporation." on Justia Law

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Vectus 3, Inc., sued Shorter Brothers, Inc., and its owners for breaching an asset-purchase agreement and related claims. In doing so, Vectus asked the trial court to pierce Shorter Brothers' corporate veil and hold Shorter Brothers' owners personally liable for the company's actions. The trial court granted complete relief to Vectus and awarded it damages, leading defendants to appeal to the Alabama Supreme Court. Vectus cross-appealed, arguing that the damages awarded were insufficient. Vectus operated FedEx Ground delivery routes for several years before its owner decided to sell its assets. Brothers Joseph Shorter and Jason Shorter expressed interest in purchasing those assets. Shorter Brothers entered into an asset purchase agreement ("the Agreement") with Vectus in October 2018. Because of concerns that Shorter Brothers would not obtain financing by the Agreement's closing, the parties provided a financing contingency in the Agreement. Shorter Brothers failed to obtain financing. As a result, it paid a downpayment and a monthly rental fee for approximately six months. It ceased making any payments after June 2019. The Alabama Supreme Court found no reversible error in the trial court's judgment. Accordingly, judgment was affirmed as to the Shorter Brothers' appeal and Vectus' cross-appeal. View "Shorter Brothers, Inc.,et al. v. Vectus 3, Inc." on Justia Law

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Edward Wrenn ("Edward") and David Wrenn ("David") petitioned the Alabama Supreme Court for a writ of mandamus to direct a circuit court to vacate an order requiring Edward and David to disclose their personal income-tax returns to plaintiff Jeffrey Wright, and to enter a protective order shielding the tax returns from production. Wright alleged he contracted with A-1 Exterminating Company, Inc. ("A-1 Exterminating"), for periodic termite treatments of his house. Over the course of several decades of treatments, Wright says, A-1 Exterminating used a "watered-down pesticide so weak that it may only kill ants and 'maybe' spiders." A-1 Exterminating allegedly concealed this practice from him. As a result, Wright contended his house was infected with and damaged by termites. Wright sued Edward, David, A-1 Exterminating, A-1 Insulating Company, Inc., and Wrenn Enterprises, Inc., alleging breach of warranty, breach of contract, negligence and wantonness. Wright sought to represent a class consisting of himself and other A-1 Exterminating customers allegedly harmed by defendants' actions. In support of his request to certify a class, Wright alleged that a "limited fund" existed that would support a class action under Rule 23(b)(1)(B), Ala. R. Civ. P. The Supreme Court held that for tax returns to be discoverable, they must be highly relevant, the litigant seeking their disclosure must show a compelling need for them, and their disclosure must be clearly required in the interests of justice, and that those standards have not been met in this case. Accordingly, the Court granted the petition and issued the writ to direct the trial court vacate its order requiring disclosure of the tax records. View "Ex parte Edward Wrenn & David Wrenn." on Justia Law