Ex parte Roberson

• Decision Date: 12 November 1999
• Citation: 749 So.2d 441
• Parties: Ex parte Perry L. ROBERSON. (Re Perry L. Roberson v. MS Life Insurance Company et al.).
• Court: Alabama Supreme Court

749 So.2d 441

Ex parte Perry L. ROBERSON.

(Re Perry L. Roberson v. MS Life Insurance Company et al.).

1980163.

Supreme Court of Alabama.

November 12, 1999.

C.S. Chiepalich and John R. Spencer of C.S. Chiepalich, P.C., Mobile, for petitioner.

H. William Wasden, W. Pemble DeLashmet, and Mark E. Tindal of Pierce, Ledyard, Latta & Wasden, P.C., Mobile; and Roy H. Liddell of Wells, Marble & Hurst, P.L.L.C., Jackson, Mississippi, "of counsel", for respondent.

JOHNSTONE, Justice.

This petition for writ of mandamus requires us to decide whether claims by Perry L. Roberson against MS Life Insurance Company ("MS Life") are subject to arbitration. Roberson contends that the trial court improperly reconsidered its earlier denial of MS Life's motion to compel arbitration. We agree.

Roberson purchased an automobile from Bay Chevrolet, Inc., in Mobile, Alabama. On May 16, 1996, Roberson sued Bay Chevrolet; MS Life; and Allen Adams, a salesman employed by Bay Chevrolet, in Mobile County Circuit Court. Roberson alleged that Adams, while acting in the line and scope of his authority as an agent for Bay Chevrolet and MS Life, misrepresented to him that he had to purchase credit life insurance and credit disability insurance in order to qualify for financing. Roberson averred that, in reliance on Adams's representations, he bought the insurance. Roberson's complaint states claims for fraud and for negligent supervision of Adams by Bay Chevrolet and MS Life as his principals.

One of the several documents Roberson signed when he purchased the car was an "Arbitration Agreement." On July 3, 1996, Bay Chevrolet and Adams filed a motion to compel arbitration based on the "Arbitration Agreement" signed by Roberson and by Allen Adams as agent for Bay Chevrolet. On July 16, 1996, MS Life joined in that motion. MS Life claimed that, because the credit life policy and disability insurance sold to Roberson were products of Roberson's contract with Bay Chevrolet, MS Life was entitled to compel Roberson to arbitrate his claims against it.

On August 23, 1996, the trial court issued an order compelling Roberson to arbitrate his claims against the defendants. On September 24, 1996, Roberson filed a motion to reconsider the trial court's order granting the motion to compel arbitration as to MS Life only. He did not challenge the trial court's order compelling arbitration of his claims against Bay Chevrolet and Adams.

On October 30, 1996, the trial court granted Roberson's motion to reconsider and denied MS Life's motion to compel arbitration. The trial judge's notation on the case action summary reads: "Motion to reconsider granted. Order compelling arbitration is set aside and motion for arbitration is denied." This entry on the case action summary is not signed or initialed by the trial judge. MS Life did not appeal this order.

Discovery proceeded thereafter. The trial judge, the Honorable Robert L. Byrd, who was originally assigned this case, retired effective January 2, 1997. Judge Joseph S. Johnston was assigned the case after Judge Byrd's retirement.

On June 17, 1998, over a year and a half after the motion to compel arbitration was denied, MS Life filed a motion to reconsider the order denying the motion to compel arbitration and a motion to stay proceedings with the trial court. According to the order of July 1, 1998, Judge Johnston granted MS Life's motion to reconsider on the authority of "Ex parte Isbell, 1997 WL 531100 at *4" (a reference to this Court's opinion of March 7, 1997, in case no. 1951384) and stayed the action pending the arbitration. On July 10, 1998, Roberson filed a motion for the trial court to vacate its order of July 1 for the reason that MS Life's only valid method of relief from the October 30, 1996 order would have been postjudgment motion, appeal, or both, but only within the time limits applicable to all orders or judgments which are appealable as a matter of right. On September 16, 1998, after a hearing, the trial court denied Roberson's motion. Roberson thereafter filed this petition for writ of mandamus, which is the proper method to test the trial court's grant of a motion to compel arbitration. Ex parte Jones, 686 So.2d 1166 (Ala.1996); Ex parte Alexander, 558 So.2d 364 (Ala.1990).

On two grounds Roberson challenges the order of the trial court denying his motion to vacate the July 1, 1998 order compelling arbitration of his claims against MS Life Insurance Company. The first ground is that MS Life missed the deadlines for postjudgment motion and appeal applicable to an order denying a motion to compel arbitration and thereby waived its rights to review of the denial. The second ground of Roberson's petition for writ of mandamus is that MS Life is not a party to the "Retail Sales Contract" or the "Arbitration Agreement" and the contract between Roberson and MS Life does not contain an arbitration clause.

We will address Roberson's second ground first. Absent an ambiguity in the contract language, the answer to a single question determines whether MS Life was ever entitled to compel arbitration in this case: Did MS Life and Roberson intend and agree to submit the dispute to arbitration? See, A.G. Edwards & Sons, Inc. v. Clark, 558 So.2d 358, 361 (Ala.1990). MS Life argues that the only issue properly before this Court is whether the trial court had jurisdiction to reverse its previous order denying MS Life's motion to compel arbitration, because, MS Life further argues, Roberson did not address the underlying substantive issues in his motion to vacate. We find these arguments without merit inasmuch as the issue of arbitrability was comprehensively presented to the trial court in Roberson's motion to reconsider and accompanying brief filed September 24, 1996.

Roberson signed a "Retail Buyer's Order" and an "Arbitration Agreement." Those documents were also signed by Allen Adams as Bay Chevrolet's agent. The "Arbitration Agreement" reads as follows:

"ARBITRATION AGREEMENT

"Buyer/lessee acknowledges and agrees that the vehicle purchased or leased herein has traveled in interstate commerce. Buyer/lessee thus acknowledges that the vehicle and other aspects of the sale, lease or financing transaction are involved in, affect, or have a direct impact upon, interstate commerce.

"Buyer/lessee and dealer agree that all claims, demands, disputes, or controversies of every kind or nature that may arise between them concerning any of the negotiations leading to the sale, lease or financing of the vehicle, terms and provisions of the sale, lease or financing agreement, arrangements for financing, purchase of insurance, purchase of extended warranties or service contracts, the performance or condition of the vehicle, or any other aspects of the vehicle and its sale, lease or financing shall be settled by binding arbitration conducted pursuant to the provision of 9 U.S.C. Section 1 et seq. and according to the Commercial Rules of the American Arbitration Association. Without limiting the generality of the foregoing, it is the intention of the buyer/lessee and the dealer to resolve by binding arbitration all disputes between them concerning the vehicle, its sale, lease or financing, and its condition, including disputes concerning the terms and conditions of the sale, lease or financing, the condition of the vehicle, any damage to the vehicle, the terms and meaning of any of the documents signed or given in connection with the sale, lease or financing, and representations, promises, omissions made in connection with negotiations for the sale, lease, or financing of the vehicle, or any terms, conditions, or representations made in connection with the financing, credit life insurance, disability insurance, and vehicle extended warranty or service contract purchased or obtained in connection with the vehicle.

"Either party may demand arbitration by filing with the American Arbitration Association a written demand for arbitration along with a statement of the matter in controversy. A copy of the demand for arbitration shall simultaneously be served upon the other party. The buyer/lessee and the dealer agree that the arbitration proceedings to resolve all such disputes shall be conducted in the city where the dealer's facility is located.

"92 Chevrolet Lumina "Vehicle Description "2G1WP14X1N9240229 "Vehicle Identification Number "/s/ Allen R. Adams "Seller(s)/Lessor(s) "/s/ Perry L. Roberson "Buyer(s)/Lessor(s) "1/10/96 "Date"

(Emphasis added.)

That section of the "Retail Buyer's Order" which MS Life claims provides for arbitration reads as follows:

"Purchaser and Seller agree that all claims, demands, disputes, or controversies of every kind or nature that may arise between them concerning any of the negotiations leading to the sale of the vehicle, terms and provisions of the sale, the performance or condition of the vehicle, or any other aspects of the vehicle and its sale shall be settled by binding arbitration, conducted pursuant to the provisions of 9 U.S.C. Section 1 et seq., and according to the Commercial Rules of the American Arbitration Association. Without limiting the generality of the foregoing, it is the intention of the Purchaser and the Seller to resolve by binding arbitration all disputes between them concerning the vehicle, its sale and its condition, including disputes concerning the terms and conditions of the sale, the condition of the vehicle, any damage to the vehicle, the terms and meaning of any of the documents signed or given in connection with the sale, any representation, promises or omissions made in connection with negotiations for the sale of the vehicle, or any terms, conditions or representations made in connection with the financing, credit life insurance, disability insurance, and vehicle service contract purchased or obtained in connection with the vehicle."

(Emphasis added.)

Although the "Arbitration Agreement" and "Retail Buyer's Order" reference financing,...