545 So.2d 29 (Ala. 1989), 87-1319, Western Sling and Cable Co., Inc. v. Hamilton

• Docket Nº: 87-1319.
• Citation: 545 So.2d 29
• Opinion Judge: MADDOX, Justice.
• Party Name: WESTERN SLING AND CABLE COMPANY, INC., and Star Industrial Supply Company, Inc., wholly owned subsidiaries of Citation Carolina Corporation v. Howard C. HAMILTON and Mildred C. Hamilton.
• Attorney: David R. Donaldson of Ritchie and Rediker, Birmingham, for appellants. Jack Keyes of Ausman, Keyes and Keyes, Bessemer, for appellees.
• Case Date: May 26, 1989
• Court: Supreme Court of Alabama

Page 29

545 So.2d 29 (Ala. 1989)

WESTERN SLING AND CABLE COMPANY, INC., and Star Industrial Supply Company, Inc., wholly owned subsidiaries of Citation Carolina Corporation

v.

Howard C. HAMILTON and Mildred C. Hamilton.

87-1319.

Supreme Court of Alabama.

May 26, 1989

Page 30

David R. Donaldson of Ritchie and Rediker, Birmingham, for appellants.

Jack Keyes of Ausman, Keyes and Keyes, Bessemer, for appellees.

MADDOX, Justice.

This appeal involves a declaratory judgment action in which the sellers sought a construction of an agreement for the sale of a business. The parties stipulated the facts and submitted the case to the trial judge for a legal declaration of the rights and duties of the parties under an indemnification provision of the contract. The trial court made a declaration against the purchaser, and in doing so applied the rule that an ambiguous contract is generally construed against the drafter, which in this case was the purchaser.

Appellant's main argument on this appeal is that an exception to this general rule should apply in this case because each of the parties was knowledgeable and each had advice of counsel; appellant argues that there is no reason for the application of the rule in this case. We agree.

FACTS

Howard and Mildred Hamilton entered into a stock sale agreement to sell Western Sling and Cable Company ("Western Sling") to Citation Carolina Corporation ("Citation"). The sales agreement contained an indemnity clause, which provided:

"The Sellers jointly and severally shall indemnify Purchaser and hold it harmless from any and all loss, liability, and expense, including attorney's fees, resulting from or arising out of:

" * * * *

"(2) liabilities or claims against the Corporation or Purchaser of which Sellers had actual knowledge arising out of events, performance under contracts or transactions involving the Corporation and occurring on or before December 18, 1984 not included as liabilities in the said Balance Sheet...."

After the sale was completed, Western American Enterprises, Inc. ("Western American"), brought suit against Western Sling, alleging breach of contract and tortious interference with Western American's business and contractual relationships.

Citation, as purchaser of Western Sling, filed an answer denying the material allegations of Western American's complaint and asserting...