Fish Market Restaurants, Inc. v. Riverfront, LLC
129 So. 3d 1008
Ala.2013Background
- Riverfront seeks mandamus to enforce a forum-selection clause in a lease with Fish Market and Sarris.
- The clause in the proposed January 8, 2007 draft was handwritten and altered; the final signed lease does not contain the proposed handwritten changes.
- The forum clause in the signed lease designates the Tuscaloosa County Circuit Court, but Riverfront argues the clause is inbound and should be enforced to transfer/dismiss in Etowah.
- Fish Market filed a declaratory-judgment action in the Etowah circuit court on February 27, 2012; Riverfront moved March 26, 2012 to dismiss or transfer under the clause.
- The circuit court denied Riverfront’s motion on May 14, 2012; Riverfront petitioned for a mandamus writ.
- The Court grants the mandamus, directing dismissal or transfer to Tuscaloosa; forum-enforcement standard applied to outbound vs inbound clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of the forum-selection clause | Riverfront argues clause requires Tuscaloosa forum; Etowah venue improper. | Fish Market contends clause was not properly formed and may be unconscionable; disputes formation. | Clause enforceable; court must transfer/dismiss to Tuscaloosa |
| Mutual assent to lease terms | Lease was signed with Riverfront; assent to terms shown by signature and notarization. | Fish Market contends no meeting of the minds due to lack of original signed copy and formation context. | Mutual assent shown; not persuasive that no meeting of minds occurred |
| Unreasonableness or inconvenience of forum | Five-factor test shows Tuscaloosa is reasonable and not seriously inconvenient. | Fish Market did not prove serious inconvenience or unfairness. | Not shown that forum is seriously inconvenient |
| Public policy against forum-selection clauses | Clause not against public policy; parties free to contract forum. | Clause attempts to oust courts; public policy challenge. | Not against public policy; enforceable under Alabama law |
Key Cases Cited
- Ex parte CTB, Inc., 782 So.2d 188 (Ala.2000) (mandamus review of denial of venue-change for forum-selection clause)
- Ex parte National Sec. Ins. Co., 727 So.2d 788 (Ala.1998) (venue and forum-selection principles; mandamus remedy)
- Ex parte Bad Toys Holdings, Inc., 958 So.2d 852 (Ala.2006) (forum-selection clause enforcement where venue could be restricted)
- D.M. White Constr. Co., 806 So.2d 370 (Ala.2001) (standard for reviewing enforcement of outbound forum-selection clause)
- Professional Ins. Corp. v. Sutherland, 700 So.2d 347 (Ala.1997) (five-factor test for reasonableness of forum-selection clause)
- Ray v. Alabama Central Credit Union, 472 So.2d 1012 (Ala.1985) (meeting of minds and contract formation concepts (accord/assent reference))
- Ex parte Grant, 711 So.2d 464 (Ala.1997) (requisites of contract formation; mutual assent manifested by signature)
- Ex parte Rymer, 860 So.2d 339 (Ala.2003) (forum-selection clause enforcement decisions; factors for reasonableness)
- Ex parte Spencer, 111 So.3d 713 (Ala.2012) (public policy and contract freedom to choose forum)
- Bowdoin Square, L.L.C. v. Winn-Dixie Montgomery, Inc., 873 So.2d 1091 (Ala.2003) (leases are contracts; contract-construction principles apply)