Ex parte Triad of Alabama, LLC, d/b/a Flowers Hospital PETITION FOR WRIT OF MANDAMUS (In re: Wiregrass Rehabilitation Center, Inc. v. CHSPSC, LLC and Triad of Alabama, LLC, d/b/a Flowers Hospital) (Houston Circuit Court: CV-23-900380).
SC-2024-0673
Ala.Mar 21, 2025Background
- Wiregrass Rehabilitation Center, Inc. (WRC), an Alabama nonprofit, provided linen and laundry services to Flowers Hospital, owned by Triad of Alabama, LLC, under agreements entered with CHSPSC, LLC and its affiliates (including Triad).
- The agreements included a "Purchasing Agreement" and a "Linen Services Agreement" effective November 1, 2020, with Triad designated as a third-party beneficiary.
- The Purchasing Agreement contained an integration clause incorporating all attachments; Attachment B included additional provisions such as a forum-selection clause requiring litigation in Tennessee courts.
- WRC sued CHS and later added Triad, alleging breach of contract and conversion after Flower's failure to return substantial quantities of linen, resulting in significant loss claimed by WRC.
- Triad moved to dismiss for improper venue based on the forum-selection clause. The trial court denied Triad’s motion, leading Triad to seek a writ of mandamus from the Alabama Supreme Court.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of forum-selection | The forum-selection clause is not incorporated; ambiguity precludes its use | The clause is clear, incorporated, covers all claims arising from the agreement | Clause is incorporated and enforceable |
| Integration clause interpretation | The integration clause excludes Attach. B (additional provisions) | Attach. B is an attachment and thus incorporated by the integration clause | Attachments are incorporated, including Attach. B |
| Ambiguity of incorporated docs | No clear notice of "additional provisions"; ambiguity defeats enforcement | The contract language is unambiguous; all attachments are expressly included | No ambiguity; contract enforced as written |
| Venue for extra-contractual claims | Claims like conversion not covered by forum-selection; fair process concerns | All claims arising from the agreement, including related torts, are covered by clause | All claims to be brought in agreed Tennessee forum |
Key Cases Cited
- Ex parte CTB, Inc., 782 So. 2d 188 (Ala. 2000) (Mandamus is appropriate to enforce outbound forum-selection clauses)
- Homes of Legend, Inc. v. McCollough, 776 So. 2d 741 (Ala. 2000) (Contract terms are construed by their ordinary meaning unless ambiguous)
- Ex parte D.M. White Constr. Co., 806 So. 2d 370 (Ala. 2001) (Enforcement of a forum-selection clause is reviewed for abuse of discretion)
- Ex parte Integon Corp., 672 So. 2d 497 (Ala. 1995) (Mandamus requirements)
- Sullivan, Long & Hagerty v. Southern Elec. Generating Co., 667 So. 2d 722 (Ala. 1995) (Ambiguities in contracts are resolved to uphold, not destroy, the agreement)