Bertha M. Moton v. National Motor Club of America, Inc., 705 F. App'x 850

Plaintiff Bertha Moton purchased a membership from National Motor Club of America and sued after a dispute about timing and benefits of membership and a refund following cancellation.
The membership application said Moton’s membership was in “Full Force” but the handbook required presenting a membership card and stated the card could take two weeks to arrive.
Moton claimed the delay and requirement to present a card meant the Club breached by not providing immediate full benefits and that she was entitled to a pro rata refund upon cancellation.
The district court found an ambiguity in the contract but granted summary judgment for the Club and denied Moton’s summary judgment motion.
The district court also held Moton waived her refund claim by accepting the Club representative’s modification (membership ending at month’s end) without protest.
Moton appealed, arguing the court misapplied contract-construction rules (including contra proferentem) and erred in finding waiver.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Contract ambiguity: whether the contract required immediate card delivery and immediate full benefits	Moton: ‘‘Full Force’’ language means immediate full benefits and card; ambiguity should be resolved for her under Alabama law	Club: application and handbook read together permit a two-week delay and card presentation requirement; specific delivery rule controls	Court: Affirmed for Club — specific two-week delivery/presentation provision controls over general “full force” language, giving effect to all terms
Waiver of refund claim after cancellation	Moton: Contract promises pro rata refund “upon cancellation” so no further assent needed; her “Okay. Thank you” was not an intentional relinquishment and rep lacked authority to modify	Club: Member accepted representative’s statement that membership ends at month’s end and did not object, effectively waiving the claim	Court: Affirmed for Club — Moton’s acceptance of the modification without objection constituted waiver under Alabama law (intent can be inferred from conduct)

Voyager Life Ins. Co. v. Whitson, 703 So.2d 944 (Ala. 1997) (courts should apply contract-construction rules to resolve ambiguities)
Ward v. Check into Cash of Ala., LLC, 981 So.2d 434 (Ala. Civ. App. 2007) (specific provision prevails over a general provision)
State ex rel. Riley v. Lorillard Tobacco Co., 1 So.3d 1 (Ala. 2008) (interpretation must give effect to all contract terms)
Extermitech, Inc. v. Glasscock, Inc., 951 So.2d 689 (Ala. 2006) (contra proferentem applies if other rules fail to resolve ambiguity)
Homes of Legend, Inc. v. McCollough, 776 So.2d 741 (Ala. 2000) (discussing construction against drafter when ambiguity unresolved)
Edwards v. Allied Home Mortg. Capital Corp., 962 So.2d 194 (Ala. 2007) (waiver requires intentional relinquishment of a known right and must be shown unequivocally)
O'Neal v. O'Neal, 227 So.2d 430 (Ala. 1969) (waiver as intentional relinquishment principle)
Putman Constr. & Realty Co. v. Byrd, 632 So.2d 961 (Ala. 1992) (unequivocal demonstration required to prove waiver)
Givens v. Gen. Motors Acceptance Corp., 324 So.2d 277 (Ala. Civ. App. 1975) (waiver can be inferred from conduct inconsistent with asserting a right)
Stewart v. Bradley, 15 So.3d 533 (Ala. Civ. App. 2008) (external acts may demonstrate waiver, such as accepting oral notice)