162 So. 3d 896
Ala.2014Background
- Petitioners seek mandamus to enforce outbound forum-selection clauses and to overturn a preliminary injunction in Alabama court.
- Asset-purchase and related agreements (employment, promissory note, guaranty) require Michigan venue; all agreements: Delaware law governs.
- Smith sought an emergency TRO in Alabama; Michigan TRO had earlier been issued; Alabama injunction granted March 26, 2014.
- Trial court found four forum-selection clauses read together permissive; Michigan was a permissible forum rather than exclusive.
- Petition filed 13 days after injunction; petition challenging both venue and injunction.
- Alabama Supreme Court denies mandamus on venue, reverses and remands to dissolve the injunction; comity concerns noted but not addressed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether forum-selection clauses require Michigan as exclusive forum | Petitioners argue the clauses are exclusive and Michigan must hear the case | Smith argues clauses are ambiguous and read together as permissive | Forum clauses read together are not exclusively Michigan; mandamus denied |
| Whether the preliminary injunction should be dissolved | Smith asserts irreparable injury and lack of adequate remedy at law; control of software at stake | Petitioners contend no irreparable injury and adequate monetary remedies exist | Injunction reversed; no irreparable injury shown; case remanded to dissolve injunction |
Key Cases Cited
- Ex parte D.M. White Constr. Co., 806 So.2d 370 (Ala. 2001) (review of order denying enforcement of a forum-selection clause via mandamus)
- Ex parte CTB, Inc., 782 So.2d 188 (Ala. 2000) (interpretation of forum-selection clauses; exclusive vs. permissive)
- Ex parte Leasecomm Corp., 886 So.2d 58 (Ala. 2003) (mandamus review of forum-selection clause enforcement)
- Ex parte Textron, Inc., 67 So.3d 61 (Ala. 2011) (mandamus review; aiding standard for injunctions and forum issues)
- Ex parte Hollis & Wright, P.C., 987 So.2d 580 (Ala. 2007) (treating mandamus petition challenging injunction as appeal)
- Ex parte Health Care Mgmt. Grp. of Camden, Inc., 522 So.2d 280 (Ala. 1988) (treating mandamus review when appropriate)
- Monte Sano Research Corp. v. Kratos Defense & Sec. Solutions, Inc., 99 So.3d 855 (Ala. 2012) (irreparable injury standard for preliminary injunctions)
- Ormco Corp. v. Johns, 869 So.2d 1109 (Ala. 2003) (irreparable injury and lack of adequate remedy at law)