111 So. 3d 719
Ala. Civ. App.2011Background
- Booth sued Newport seeking a declaratory judgment that the noncompete, confidentiality, and trade secrets agreement was invalid and alleging tortious interference with business relations.
- Newport purchased Clear Channel assets, including Booth’s stations, and asserted the noncompete was assignable to Newport.
- The asset purchase agreement (APA) defined Station Assets and Station Contracts and referenced Schedule 1.1(d); Booth’s noncompete was not listed.
- The trial court found the APA ambiguous and admitted parol evidence, including Newsom’s affidavit, to interpret assignment scope.
- The Alabama appellate court reversed, holding the APA was not ambiguous, Newport did not have a valid assignment of Booth’s noncompete, and remanded for further proceedings on the tortious-interference claim.
- The concurrence agrees Newport failed to prove assignment of the noncompete; it also notes the tortious-interference issue requires factual development if no assignment to Newport exists.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Newport had authority to enforce Booth’s noncompete. | Booth—AP A unambiguous; noncompete not assigned. | Newport—APA assigns Schedule 1.1(d) contracts and related exclusive-operation contracts; Newsom affidavit supports assignment. | APA not ambiguous; no valid assignment established. |
| Whether Newport’s interference with Booth’s relationship was justified. | Booth—interference not justified without valid assignment. | Newport—interference justified if assignment exists. | Fact-bound; reversal for further proceedings on justification if assignment is not established. |
Key Cases Cited
- White Sands Group, L.L.C. v. PRS II, L.L.C., 32 So.3d 5 (Ala. 2009) (justification generally a jury question; burden on defendant to show justification)
- Clark Substations, L.L.C. v. Ware, 838 So.2d 860 (Ala. 2002) (assignment of noncompete requires affirmative evidence; asset purchase alone not enough)
- Russell v. Birmingham Oxygen Serv., Inc., 408 So.2d 90 (Ala. 1981) (affirmative showing of an intent to assign required)
- Miller v. Archstone Communities Trust, 797 So.2d 1099 (Ala.Civ.App. 2001) (summary judgment standard; substantial evidence)
- Southland Quality Homes, Inc. v. Williams, 781 So.2d 949 (Ala.2000) (contract interpretation donde court should read in context)