Castleberry v. Angie's List, Inc.

• Decision Date: 17 May 2019
• Docket Number: 1180241
• Citation: 291 So.3d 37
• Parties: Jessie CASTLEBERRY and Rickey Castleberry v. ANGIE'S LIST, INC.
• Court: Alabama Supreme Court

291 So.3d 37

Jessie CASTLEBERRY and Rickey Castleberry

v.ANGIE'S LIST, INC.

1180241

Supreme Court of Alabama.

May 17, 2019

H. Arthur Edge III, Ethan D. Hiatt, and Hunter C. Sartin of Arthur Edge, P.C., Birmingham, for appellants.

E. Travis Ramey and Michelle McClafferty of Burr & Forman LLP, Birmingham, for appellee.

SELLERS, Justice.

Jessie Castleberry and Rickey Castleberry appeal from an order of the Montgomery Circuit Court dismissing the Castleberrys' claims against Angie's List, Inc., based on a forum-selection clause in a contract between Angie's List and the Castleberrys. We affirm the trial court's order.

Angie's List operates a paid membership service that enables its members to search for local service providers and to submit and consider reviews and ratings relating to those service providers. The Castleberrys, who are father and son, became members of Angie's List in 2014. They claim that they used their membership with Angie's List to locate a contractor, Dream Baths of Alabama, LLC ("Dream Baths"), which the Castleberrys hired to renovate a bathroom in Jessie Castleberry's house to make it handicapped accessible. According to the Castleberrys, Dream Baths was not properly licensed and poorly performed the work it contracted to do.

The Castleberrys sued Dream Baths, asserting various claims related to the renovation. They also named Angie's List as a defendant in the action, alleging that it had misrepresented Dream Baths' qualifications. Against Angie's List, the Castleberrys alleged breach of contract, breach of a duty of good faith and fair dealing, fraud, unjust enrichment, and deceptive trade practices.

Pursuant to Rule 12(b)(3), Ala. R. Civ. P., Angie's List filed a motion to dismiss the Castleberrys' claims against it based on a forum-selection clause set out in the membership agreement between Angie's List and the Castleberrys. That clause provides:

"This Agreement and the relationship between You [the Castleberrys] and Angie's List will be governed by the laws of the State of Indiana, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where You may be located or any other Jurisdiction. You agree and consent to the exclusive Jurisdiction of the state or federal courts located in Marion County, Indiana and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Angie's List may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out [sic] or related to Your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred."

The trial court determined that the quoted clause is "a valid and enforceable forum-selection clause that provides for the exclusive jurisdiction of the courts of Marion County, Indiana." Accordingly, the trial court granted Angie's List's motion to dismiss. Later, the trial court denied the Castleberrys' motion to reconsider the dismissal and, pursuant to Rule 54(b), Ala. R. Civ. P., certified its order of dismissal as final for purposes of appeal. The Castleberrys timely appealed.

The Castleberrys argue first that the trial court erred in determining that the contractual provision in question is a forum-selection clause allowing Angie's List to force its members to litigate their claims against Angie's List in the courts of Marion County, Indiana. The parties agree that, for purposes of this case, Alabama law applies to the construction and validity of the clause at issue.

The Castleberrys point to Ex parte Dan Tucker Auto Sales, Inc., 718 So.2d 33, 35-36 (Ala. 1998), for the propositions that "[g]eneral contract law requires a court to enforce an unambiguous, lawful contract, as it is written" and that, "[w]hen interpreting a contract, a court should give the terms of the agreement their clear and plain meaning and should presume that the parties intended what the terms of the agreement clearly state." The Castleberrys assert that the language used in the forum-selection clause is unambiguous and that its clear and plain meaning is that Angie's List members agree to litigate in Indiana only those claims brought against them by Angie's List and not claims brought by them against Angie's List.

We disagree. The first sentence of the forum-selection clause provides for the application of Indiana law in "any action." The second sentence provides that Angie's List members "agree and consent to the exclusive Jurisdiction of the state or federal courts located in Marion County, Indiana" and that, with respect to actions brought in those courts, members waive defenses such as lack of personal jurisdiction, improper venue, or forum non conveniens. We do not read the reference to the waiver of potential defenses by Angie's List members in actions brought against them in the courts of Marion County, Indiana, as limiting the earlier provision stating that Angie's List members agree to the exclusive jurisdiction of those courts. Finally, the last sentence of the clause references "any claim or cause of action arising out [of] or related to [Angie's List members'] use of [Angie's List] Service or [the membership] Agreement" and purports to impose a one-year limitations period on such claims. Based on the entirety of the clause, we simply cannot agree with the Castleberrys that the clause unambiguously means that Angie's List can force its members to litigate in the courts of Marion County, Indiana, only those claims brought against members by Angie's List in those courts. To the contrary, we agree with Angie's List that the plain meaning of the language used makes the clause applicable to actions filed against Angie's List by Angie's List members.¹

Ex parte CTB, Inc., 782 So.2d 188 (Ala. 2000), upon which the Castleberrys rely, is distinguishable. In that case, this Court determined that a contractual provision with language that was similar, but not identical, to the language at issue in the present case was not an outbound forum-selection clause. The provision in CTB stated:

" ‘Governing Law. This Contract will be construed and enforced under the laws of the State of Indiana (but not giving effect to any conflict of laws provisions), and [the plaintiff] consents to jurisdiction and venue in the Federal and State Courts located in Indiana.’ "

782 So.2d at 190. The Court in CTB determined that, although the clause demonstrated consent by the plaintiff to personal jurisdiction in the courts of Indiana, "nothing in the clause require[d] that any action involving these parties be filed in Indiana." Id. at 191. The forum-selection clause in the present case, however, does more than simply demonstrate a consent by the Castleberrys to personal jurisdiction of courts in Indiana. It provides that the Castleberrys agree to the "exclusive" jurisdiction of those courts. Thus, we disagree with the Castleberrys that the reasoning employed in CTB applies equally to the forum-selection clause in this case.²

The Castleberrys next argue that, even if the trial court correctly construed the forum-selection clause, it should not be enforced against the Castleberrys. This Court has said:

"[A]n ‘outbound’ forum-selection clause is upheld unless the party challenging the clause clearly establishes that it would be unfair or unreasonable under the circumstances to hold the parties to their bargain. [ Professional Insurance Corp. v. Sutherland ], 700 So.2d [347,] 351 [ (Ala. 1997) ]. The party challenging the clause can meet its burden by clearly establishing either ‘(1) that enforcement of the forum selection clause would be unfair on the basis that the contract was affected by fraud, undue influence, or overweening bargaining power or (2) that enforcement would be unreasonable on the basis that the chosen ... forum would be seriously inconvenient for the trial of the action.’ 700 So.2d at 352. ‘Because "[i]t is a difficult burden to defeat a forum selection clause[,]" Smith v. Professional Claims, Inc., 19 F.Supp.2d 1276, 1282 (M.D. Ala. 1998), such clauses will usually be enforced.’

Ex parte CTB, Inc., 782 So.2d 188, 191 (Ala. 2000)."

Ex parte International Paper Co., 263 So.3d 1035, 1040-41 (Ala. 2018). We review the trial court's holding regarding this issue to determine if it exceeded its discretion. Ex parte D.M. White Constr. Co., 806 So.2d 370, 372 (Ala. 2001).³

The Castleberrys argue that the forum-selection clause should not be enforced because of Angie's List's alleged overweening bargaining power. The Castleberrys' opening brief to this Court, however, does not support with citations to the record the facts underlying this argument so as to show with requisite specificity the examples of allegedly domineering bargaining power on the part of Angie's List. See Rule 28(a)(7) and (10), Ala. R. App. P. In any event, even if this Court were to accept the Castleberrys' averments as true, those averments do not demonstrate that the trial court erred to reversal in declining to find that the forum-selection clause was the result of overweening bargaining power. See Ex parte International Paper Co., 285 So.3d 753, 758 (Ala. 2019) ("[E]ven when a party to a forum-selection clause is a large company, there are allegations that one of the parties was not allowed to negotiate any of the terms of the contract, and the contract had to be accepted as written, those factors alone do not establish ‘overweening bargaining power.’ ").

The Castleberrys also argue that trying their claims in Marion County, Indiana, would be seriously inconvenient.

"In order to demonstrate that the chosen forum is seriously inconvenient, the party challenging the clause must show that a trial in that forum would be so gravely

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