Moultrie v. Charles O. Wall II & Autauga Auto., LLC.
| Decision Date | 22 November 2013 |
| Docket Number | 1111507. |
| Parties | Frank A. MOULTRIE v. Charles O. WALL II and Autauga Automotive, LLC. |
| Court | Alabama Supreme Court |
OPINION TEXT STARTS HERE
Robert E. Riddle and Chip Cleveland of Cleveland & Riddle Attorneys at Law, LLC, Prattville; and Jeremy S. Walker of Haskell, Slaughter, Young & Gallion, LLC, Montgomery, for appellant.
W. Allen Sheehan and Lee M. Russell, Jr., of Capell & Howard, P.C., Montgomery; Frank H. Hawthorne, Jr., of Hawthorne & Myers, LLC, Montgomery; and George P. Walthall, Jr., Prattville, for appellees.
Frank A. Moultrie appeals from a judgment of the Autauga Circuit Court assessing attorney fees and costs to Moultrie after finding him in contempt for violating the terms of a temporary restraining order (“TRO”) entered by the circuit court. We dismiss the appeal in part and affirm the judgment.
On December 1, 2011, Charles O. Wall II, individually and as the manager of Autauga Automotive, LLC (“Autauga Automotive”), and Autauga Automotive sued Moultrie, seeking a TRO, a preliminary injunction, and a judgment declaring Moultrie's and Wall's respective rights in Autauga Automotive. In the complaint, Wall and Autauga Automotive (hereinafter referred to collectively as “the plaintiffs”) asserted that Autauga Automotive was created to own and operate an automobile dealership in Prattville (“the dealership”). Wall and Moultrie are the only members of Autauga Automotive, and Wall was the general manager of the dealership, which sells vehicles manufactured by Ford Motor Company (“Ford”).
The complaint alleged that the operating agreement pertaining to Autauga Automotive was amended on August 20, 2009, to reflect that Moultrie owned 51% and Wall owned 49% of the capital of Autauga Automotive, that they would share any profits and losses in the same percentages, and that Wall was the manager and the registered agent of Autauga Automotive. The complaint further alleged that on or about December 15, 2009, Wall and Moultrie met the comptroller and the certified public accountant for Autauga Automotive to discuss, among other things, tax planning and the allocation of profits and losses. During that meeting, the plaintiffs allege, Wall and Moultrie orally agreed that the profits and losses of Autauga Automotive for 2009 were to be allocated 90% to Wall and 10% to Moultrie.1 The plaintiffs alleged that the profits and losses of Autauga Automotive were allocated to Moultrie and Wall in the same manner in 2010.
On November 21, 2011, Wall received notice from Moultrie of a special meeting of the members of Autauga Automotive to be conducted on December 5, 2011. The proposed agenda for that meeting included removing Wall as the manager of Autauga Automotive, removing Wall as the general manager of the dealership, and discussing the sale of Autauga Automotive or its assets.
The plaintiffs sought a TRO preventing Moultrie from holding the December 5 meeting, preventing him from making any attempt to sell Autauga Automotive or its assets, and preventing him from taking any actions that would be detrimental to Autauga Automotive, the dealership, or Wall. The plaintiffs also sought a judgment declaring that Wall's interest in the profits and losses of Autauga Automotive was 90%, that Wall was the “majority in interest” member of Autauga Automotive, and that Moultrie lacked the authority to, among other things, remove Wall as the general manager of the dealership. The plaintiffs alleged that, pursuant to Autauga Automotive's operating agreement, Wall possessed the majority interest in Autauga Automotive because, they alleged, he owned a 90% interest in the profits and losses of Autauga Automotive and, thus, controlled the voting interests of Autauga Automotive. The plaintiffs alleged that Moultrie was under the mistaken belief that his 51% interest in the capital of Autauga Automotive gave him the majority interest in Autauga Automotive.
The plaintiffs further alleged that Wall, Autauga Automotive, Autauga Automotive's employees, and the dealership would suffer immediate and irreparable harm if Moultrie was allowed to take the actions set forth in the notice provided to Wall. They alleged that Wall had successfully and profitably managed Autauga Automotive and the dealership since Autauga Automotive's inception, that Wall was the contact person in all dealings with Ford, and that any interruption in Wall's dealings with Ford would directly jeopardize Autauga Automotive's agreements with Ford and the ability of the dealership to do business as a Ford dealership. The plaintiffs set forth several reasons why Ford was unlikely to approve Moultrie as the new general manager of the dealership and alleged that the removal of Wall as the manager of Autauga Automotive and as the general manager of the dealership would cause “the current profitability of both to significantly decrease, [would cause] damage [to] Autauga Automotive's relationship with Ford[,] and [would] likely cause a mass departure of employees.”
On December 2, 2011, the circuit court entered a TRO enjoining Moultrie, or anyone acting on his behalf, from holding a special meeting of the members of Autauga Automotive and taking the actions set forth in the notice sent to Wall, from taking any action to sell Autauga Automotive or its assets, or from taking “any further actions that are detrimental to the best interest of Autauga Automotive, ... the automotive dealership arrangement held by it [,] or ... Wall.” The circuit court scheduled a hearing on the plaintiffs' motion for a preliminary injunction for December 12, 2011.
On December 9, 2011, Moultrie removed the action to the United States District Court for the Middle District of Alabama. On December 12, 2011, the day the TRO was to expire, United States District Judge Keith Watkins remanded the case, sua sponte, to the circuit court, concluding that the federal court did not have jurisdiction over the action.2 That same day, the plaintiffs moved the circuit court to extend the TRO based on the federal court's remand order. On December 13, the circuit court scheduled the preliminary-injunction hearing for the following day. On December 14, the circuit court entered an order, based on an agreement of the parties, stating that the TRO entered on December 2 remained in effect pending further orders of the court.
On January 3, 2012, Moultrie filed an answer and a counterclaim. Moultrie alleged, among other things, that Wall had breached fiduciary duties he owed Autauga Automotive as its manager and that Wall had breached the operating agreement of Autauga Automotive. Moultrie also sought a preliminary injunction seeking, among other things, to prohibit Autauga Automotive from paying Wall anything except his monthly salary. Moultrie also moved the circuit court to dismiss any claim brought by Autauga Automotive. In his motion to dismiss, Moultrie alleged that, because Moultrie owned a 51% majority interest in Autauga Automotive, Wall lacked standing to bring suit on behalf of Autauga Automotive without Moultrie's approval or consent.
On February 13, 2012, Wall filed a petition seeking to hold Moultrie in contempt for violating the terms of the TRO. Wall alleged that “certain important documents ha[d] been removed without proper authorization from the ... dealership.” Wall alleged that the documents, which were required by Ford to be maintained at all times on the dealership's premises, were missing; that those documents had been removed by an employee “believed to be in contact, and working at the direction and in concert, with [Moultrie]”; that Wall's counsel had informed Moultrie's counsel of the missing documents and had expressed concern that Moultrie was in possession of the documents; that, subsequently, Moultrie's counsel had represented to Wall's counsel that the documents in question would be returned to the dealership the following day; that a courier from one of Moultrie's businesses had brought copies of some of, but not all, the missing documents to the dealership; and that no additional documents had been returned since February 3, 2012. Wall requested an award of costs for filing the motion and an award of damages to prevent further violations of the TRO.
On February 21, 2012, the plaintiffs amended their complaint, adding a claim to enforce a “letter of intent” signed by Moultrie and acknowledged by Wall in October 2011 indicating that Moultrie intended to sell his interest in Autauga Automotive. The circuit court entered an order on February 22, 2012, indicating that the parties were working together to arrive at a mutually agreeable temporary arrangement. On February 27, 2012, the circuit court entered an amended TRO, based on an agreement of the parties, that was to remain in effect pending further order of the court. The amended TRO left in place the terms of the original TRO, but it also prohibited the plaintiffs from, among other things, paying any amount to Wall other than a rental payment and his monthly salary, incurring non-business-related debts in the name of Autauga Automotive, causing Autauga Automotive to pay or incur legal fees in the prosecution of this action after February 22, 2012, and taking any actions that were detrimental to the interests of Autauga Automotive, the dealership, or Moultrie.
On March 20, 2012, the day before the final hearing in this matter was scheduled to take place, all four attorneys representing Moultrie filed a motion for leave to withdraw from the case. The same day, Wall filed a second petition seeking to hold Moultrie in contempt for violating the TRO and the amended TRO. Wall alleged that Moultrie had admitted in his deposition that he had contacted Ford to report warranty fraud occurring at the dealership and that, as a result of that report to Ford, Autauga Automotive had incurred “significant financial penalties.” Wall alleged that the dealership had been penalized...
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