Sumter Cnty. Bd. of Educ. v. Univ. of W. Ala.

• Decision Date: 17 September 2021
• Docket Number: 1190343
• Citation: 349 So.3d 1264
• Parties: SUMTER COUNTY BOARD OF EDUCATION v. UNIVERSITY OF WEST ALABAMA ; Dr. Richard Holland, individually and in his official capacity as former president of the University of West Alabama ; and Dr. Kenneth Tucker, individually and in his official capacity as president of the University of West Alabama
• Court: Alabama Supreme Court

349 So.3d 1264

SUMTER COUNTY BOARD OF EDUCATION

v.UNIVERSITY OF WEST ALABAMA ; Dr. Richard Holland, individually and in his official capacity as former president of the University of West Alabama ; and Dr. Kenneth Tucker, individually and in his official capacity as president of the University of West Alabama

1190343

Supreme Court of Alabama.

September 17, 2021

E. Dianne Gamble and Alicia F. Bennett of Hill, Hill, Carter, Franco, Cole & Black, P.C., Birmingham, for appellant.

Drayton Pruitt, Jr., of Pruitt & Pruitt, PC, Livingston; and Michael G. Kendrick and Wayne Morse of Waldrep, Stewart & Kendrick, LLC, Birmingham, for appellees.

MENDHEIM, Justice.

The Sumter County Board of Education ("the SCBE") appeals from the Sumter Circuit Court's dismissal of its complaint asserting claims of reformation of a deed, breach of contract, and fraud, as well as seeking declaratory and injunctive relief, against the University of West Alabama ("UWA"); UWA's president Dr. Kenneth Tucker, in his individual and official capacities; and UWA's former president, Dr. Richard Holland, in his individual and official capacities. We affirm the judgment of the circuit court.

I. Facts

At the outset of this rendition of the facts, we observe that in their briefs the parties reference some facts gleaned from the preliminary-injunction hearing. Although some of those facts shed further light on this dispute, we cannot consider them in assessing the circuit court's disposition of the motion to dismiss because, "[i]n considering whether a complaint is sufficient to withstand a motion to dismiss, this Court must accept the allegations of the complaint as true." Creola Land Dev., Inc. v. Bentbrooke Hous., L.L.C., 828 So. 2d 285, 288 (Ala. 2002).

On a related note, the SCBE attached to its operative third amended complaint several exhibits containing authenticated documents referenced in the complaint, including a copy of the sales contract for the property transaction at the heart of this dispute and an affidavit from the former superintendent of the SCBE, who was the superintendent at the time the transaction occurred. In its judgment granting the motion to dismiss, the circuit court expressly stated that it had considered the attachments to the SCBE's complaint in rendering its judgment. "Exhibits attached to a pleading become part of the pleading. See Rule 10(c), Ala. R. Civ. P. (‘A copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes.’)." Ex parte Price, 244 So. 3d 949, 955 (Ala. 2017). Moreover, "[a] trial court does not treat a Rule 12(b)(6)[, Ala. R. Civ. P.,] motion [to dismiss] as a summary-judgment motion by considering authenticated documents that are attached to the motion to dismiss if ‘ " ‘the document[s are] referred to in the complaint and [are] central to the plaintiff[s'] claim[s].’ " ’ " Newson v. Protective Indus. Ins. Co. of Alabama, 890 So. 2d 81, 86 (Ala. 2003) (quoting Donoghue v. American Nat'l Ins. Co., 838 So. 2d 1032, 1035 (Ala. 2002), quoting in turn other cases). Therefore, the facts included in the SCBE's attachments to its complaint are incorporated into our rendition of the facts, and our consideration of them does not alter the standard of review we apply. With those observations in mind, we turn to relating the facts before us.

Because a new high school had been built, in early 2010 the SCBE closed Livingston High School ("LHS"). Shortly thereafter, officials from UWA approached the SCBE about the possibility of purchasing the LHS property. On May 17, 2010, then UWA president Dr. Holland sent then SCBE superintendent Dr. Fred Primm a letter concerning the possible purchase:

"I am writing on behalf of the University of West Alabama to express our desire to purchase the Livingston High School property on School Street in Livingston, Alabama, when and if it becomes available. ...

"The University plans to use the Livingston High School Property to house the faculty and students of the Julia Strudwick College of Education and the administrative offices for the School of Graduate Studies, the Division of Online Programs, and the Office of Teacher Certification. As I have stated on numerous occasions, the University of West Alabama will not open a charter school or K-12 program in this facility. The University has no intention of operating such programs through the University."

(Emphasis added.)

In his affidavit discussing the LHS-property transaction, Dr. Primm stated that he had "prepared a memo entitled Discussion Terms for Sale Transaction of Livingston High School," and he attached a copy of that memo to his affidavit. A portion of the memo labeled "K-12 Competition" stated that "[t]he university will not start any lab, campus or charter K-12 school in the facility" and that

"[t]he Sumter County Board of Education will not consider any offer that would allow the property currently housing Livingston High School to be utilized for any private, charter, or other pre-K-12 school entity that is not under the control or supervision of the Sumter County Board of Education, or a part of the school system that the Sumter County Board of Education controls, supervises, or manages. Therefore, any sale of the subject property will be done pursuant to a deed that contains a covenant that runs with the land, and which shall last so long as there continues to be a Sumter County Board of Education, or any successor to the Sumter County Board of Education, that may be created by the State of Alabama to control, supervise, or manage public education in Sumter County, Alabama, or any successor political subdivision of the State of Alabama, which encompasses the geographical region now organized as Sumter County, Alabama."

The memo also contained terms concerning facilities and maintenance as well as financing for the sale of the LHS property. The last entry in the memo stated: "Special Note: These terms have not been approved by the [Alabama State] Board of Education. As we have more in-depth discussions, there may be additional proposals by the Board."

The "special note" in Dr. Primm's memo hinted at the fact that in July 2010, per the power invested in the Alabama State Board of Education ("the ASBE") by § 16-6B-4, Ala. Code 1975, the ASBE had intervened and had assumed control of the Sumter County school system due to the SCBE's financial difficulties.¹ As a result, when the SCBE executed a "Sales Contract" with UWA on May 19, 2011, for the purchase of the LHS property, the contract was signed on the SCBE's behalf by then State Superintendent of Education Dr. Joseph Morton. The total purchase price for the LHS property was $4 million. The sales contract contained a section addressing restrictive covenants that provided, in part:

"6. CONVEYANCE The Seller agrees to convey the Property to Purchaser by statutory warranty deed, free of encumbrances, except as herein set forth, and Seller agrees that encumbrances not herein exempted as assumed will be cleared at the time of Closing. The Property is sold and is to be conveyed subject to:

"....

"(d) the following covenants, which shall be included as covenants in the statutory warranty deed from Seller to Purchaser:

"i. The University of West Alabama shall not permit the Property to be utilized for any private, charter, or other school entity serving students in kindergarten through twelfth grade or in prekindergarten educational programs, unless said school or programs are under the control or supervision of the Sumter County Board of Education, or are a part of the school system that the Sumter County Board of Education controls, supervises, or manages."

(Emphasis added.) Section 6(d)(i) of the sales contract is hereinafter referred to as "the restrictive covenant." In his affidavit, Dr. Primm stated that he received a copy of the sales contract in May 2011.

On May 24, 2011, a "Statutory Warranty Deed" conveying the LHS property from the SCBE to UWA ("the deed") was executed, and it was signed on the SCBE's behalf by Dr. Morton. The deed did not contain any restrictions on the LHS property or its use. The deed was recorded in the Sumter Probate Court on June 27, 2011. The deed indicated that it was prepared by attorney James H. Patrenos, Jr. The SCBE alleged in its complaint that Patrenos "was hired by UWA to draft the Sales Contract and the Deed for the old Livingston High School property." After UWA acquired the LHS property, it renamed the LHS building Lyon Hall. It is undisputed that in July 2011 the ASBE returned control of the Sumter County school system to the SCBE.

In March 2015, the Alabama Legislature enacted the Alabama School Choice and Student Opportunity Act ("the Act"), § 16-6F-1 et seq., Ala. Code 1975.

"Generally speaking, the [Act], for the first time, established state authority for the creation of ‘public charter schools,’ which, unlike ‘non-charter public schools’ that are ‘under the direct management, governance, and control of a local school board or the state,’ are governed by ‘independent governing board[s]’ and exercise ‘autonomy over ... decisions concerning finance, personnel, scheduling, curriculum, instruction, and procurement.’ Compare Ala. Code 1975, § 16-6F-4(14), with Ala. Code 1975, § 16-6F-4(16), Ala. Code 1975. The [Act] provides, however, that a public charter school ‘shall not be established in this state’ unless duly authorized by either (a) ‘[a] local school board, for chartering of schools within the boundaries of the school system under its jurisdiction,’ if such a local school board registers itself as an ‘authorizer’ under the [Act], or (b) the [Alabama Public Charter School] Commission. Ala. Code 1975, § 16-6F-6(a)."

Ex parte Alabama Pub. Charter Sch. Comm'n, 256 So. 3d 98, 99-100 (Ala. Civ. App. 2018).

In its complaint, the SCBE alleged: "On April 3, 2017, Defendant UWA's counsel James Hiram Patrenos, Jr. recorded a ‘Scrivener's Affidavit’ in the Probate Court of Sumter County. In the Affidavit, Mr....