Alabama Boating Centers, Inc. v. Textron, Inc.
67 So. 3d 61
Ala.2011Background
- Alabama Boating Centers and Logan Martin Boating Center, plus related individuals, sued Textron entities and guarantors in St. Clair Circuit Court over financing agreements and alleged fraud, suppression, and related claims.
- Textron Financial financed inventory for Ryan Creek Acquisitions (now Alabama Boating Centers) and Logan Martin; security interests and repossession rights were provided.
- Financing agreements contained Rhode Island forum-selection clauses and exclusive jurisdiction provisions, plus UCC-based repossession rights.
- Textron filed a detinue action in the Northern District of Alabama seeking possession of collateral, separate from the St. Clair action.
- The trial court denied Textron’s motion to dismiss; Textron sought mandamus relief to dismiss the St. Clair action under the forum selections.
- The Alabama Supreme Court held that Textron waived no rights by filing the detinue action and granted relief as to the Textron defendants for claims by certain plaintiffs, while denying relief as to others.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does Textron waive forum-selection rights by detinue filing? | Textron Financial’s detinue action waived forum rights. | Waiver requires unequivocal surrender; filing in Alabama did not show intent to surrender. | No waiver; detinue restrained rights to repossess in Alabama. |
| Do Rhode Island forum clauses bind nonparties like Textron parent and Regan? | Clauses extend to all related parties connected to the financing. | Clauses are limited to signatories and do not expressly cover nonparties. | Clauses do not expressly bind nonparties; dismissal not granted for them at this stage. |
| Do guaranty agreements’ narrower forum clauses bind Textron defendants? | Guarantors are bound by broader forum clauses in financing agreements. | Guaranty clauses are independent and narrower; do not bind Textron defendants. | Guarantors’ claims not dismissed; jurisdiction not shown to bind them at this stage. |
| Should claims by Ryan Creek Boating Center, Inc. be dismissed under the financing agreements’ forum clauses? | Clauses cover all related disputes. | Ryan Creek Boating Center, Inc. may not be a party to the financing agreements. | No clear basis to bind Ryan Creek Boating Center, Inc. at this stage. |
Key Cases Cited
- Ex parte CTB, Inc., 782 So.2d 188 (Ala. 2000) (outbound forum-selection clause review; de novo when pure questions of law)
- Ex parte D.M. White Constr. Co., 806 So.2d 370 (Ala. 2001) (abuse of discretion standard for enforcing forum-selection clauses)
- Isom v. Johnson, 205 Ala. 157 (Ala. 1920) (waiver requires unequivocal intention)
- Professional Ins. Corp. v. Sutherland, 700 So.2d 347 (Ala. 1997) (majority rule upholding outbound forum-selection clauses absent unfairness)
- Prestige Rent-A-Car, Inc. v. Advantage Car Rental & Sales, Inc., 656 So.2d 541 (Fla. Dist. Ct. App. 1995) (home forum vs. location of property; repossession limitations)
- Regions Bank v. Reed, 60 So.3d 868 (Ala. 2010) (de novo review for mandamus in pure questions of law)
- Vankineni v. Santa Rosa Beach Development Corp. II, 57 So.3d 760 (Ala. 2010) (rescission exception to forum-selection clause scope)