Sverdrup Tech. Inc v. Ronnie Robinson D/b/a Adr Technical Serv., 1071113.
| Decision Date | 23 October 2009 |
| Docket Number | 1071113. |
| Citation | 36 So.3d 34 |
| Parties | SVERDRUP TECHNOLOGY, INC.v.Ronnie ROBINSON d/b/a ADR Technical Services. |
| Court | Alabama Supreme Court |
COPYRIGHT MATERIAL OMITTED
Marion F. Walker of Ford & Harrison LLP, Birmingham, for appellant.
Brian M. Clark of Wiggins, Childs, Quinn & Pantazis, LLC, Birmingham, for appellee.
On Application for Rehearing
On August 14, 2009, this Court affirmed, without an opinion, a judgment entered on a jury verdict awarding compensatory damages to Ronnie Robinson d/b/a ADR Technical Services (“Robinson”) 1 in the amount of $78,000 on Robinson's claim of intentional misrepresentation against Sverdrup Technology, Inc. (“Sverdrup”). In the brief supporting its application for a rehearing, Sverdrup urges this Court to “provide a thoughtful opinion that addresses the serious issues” raised on appeal and in the application. We withdraw our no-opinion affirmance and substitute the following opinion therefor.2
On February 12, 2004, Robinson sued Sverdrup in the Madison Circuit Court. The complaint alleged that Robinson had been acting as Sverdrup's subcontractor with respect to a United States Air Force project in Tennessee. Under Tennessee substantive law, Robinson asserted claims of breach of contract and fraud arising from events that occurred with respect to Sverdrup's efforts, through a joint venture, to obtain a new general contract for the project. Although the events at issue occurred in Tennessee, the complaint alleged that “Sverdrup ... is a corporation doing business in the State of Alabama, and maintains corporate offices in Huntsville, Alabama.” In its answer to the complaint, Sverdrup admitted that “it is a corporation doing business in the State of Alabama.” Sverdrup did not assert lack of personal jurisdiction as a defense in its answer or raise the defense in a motion to dismiss pursuant to Rule 12(b), Ala. R. Civ. P. Sverdrup did maintain that Robinson had failed “to plead fraud with specificity.”
Robinson amended his complaint on July 13, 2005, to name additional defendants. In its answer to the amended complaint, Sverdrup admitted Robinson's allegation that it maintains corporate offices in Huntsville; Sverdrup again did not assert lack of personal jurisdiction as a defense. Robinson amended his complaint again on September 6, 2005. For the first time in its response to the second amended complaint, Sverdrup moved to dismiss the action for lack of personal jurisdiction.
In its motion to dismiss, Sverdrup argued that the trial court lacked personal jurisdiction over it because, it said, its business in Alabama did not relate to the events giving rise to the complaint. Sverdrup also argued that Robinson's fraud claims were due to be dismissed because, it said, Robinson did not allege fraud with particularity. The trial court denied Sverdrup's motion on January 26, 2006, finding that Sverdrup had “regular and systematic contacts with the State of Alabama subjecting it to jurisdiction” and that Robinson had sufficiently pleaded his fraud claims.
Robinson subsequently amended his complaint three more times, ultimately asserting claims against Sverdrup and three other defendants. The other defendants were eventually dismissed, and the claims against Sverdrup were tried to a jury beginning on August 20, 2007. Sverdrup moved for a judgment as a matter of law on several grounds at the close of Robinson's case-in-chief and again at the close of all evidence. The trial court denied those motions and submitted the case to the jury on Robinson's claims of breach of contract, promissory fraud, and intentional misrepresentation. On August 28, 2007, the jury returned a verdict for Sverdrup on the breach-of-contract and promissory-fraud claims and for Robinson on the claim of intentional misrepresentation. The jury awarded Robinson $78,000 in compensatory damages. The trial court entered a judgment on the verdict on September 4, 2007. Sverdrup renewed its motion for a judgment as a matter of law on October 1, 2007. The trial court denied that motion, and Sverdrup appealed.
The evidence submitted at trial showed the following facts relevant to this appeal. Under a general contract known as “Effort T,” Sverdrup performed test operations at the United States Air Force Arnold Engineering Development Center (“AEDC”) in Tullahoma, Tennessee, between 1995 and 2003. Pursuant to federal regulations governing government contractors, Sverdrup was required to conduct periodic inventory of the government property in its possession. 3 To satisfy this requirement, Sverdrup subcontracted with Robinson.
Under the subcontract, Robinson worked full-time at the AEDC performing inventory of the more than 70,000 government items in Sverdrup's possession. Robinson reported to and coordinated with individuals in Sverdrup's property-management section. Under the Effort T contract, before the end of each fiscal year, Robinson submitted a cost proposal to Sverdrup relative to his activities for the following year. Sverdrup then submitted the cost proposal to the Air Force, and the Air Force approved funding for Robinson's subcontract. Robinson did not perform work for any entities other than Sverdrup.
The Effort T contract was to expire on September 30, 2003. In August or September 2002, the Air Force released a draft request for proposal (“RFP”) seeking a general contractor to perform testing operations and administrative and support services at the AEDC beginning on October 1, 2003. The Air Force released a final RFP in December 2002. Proposals were to be submitted in February 2003 and a general contract awarded on June 30, 2003.
Sverdrup planned to submit a proposal to the Air Force in response to the RFP as part of a joint venture known as Aerospace Testing Alliance. Instead of merely performing test operations as it had under prior contracts, Sverdrup-with the other entities in the joint venture-also proposed to perform administrative and support services at the AEDC. Sverdrup began work on the proposal in early 2002. In the summer of 2002, Sverdrup decided to use different inventory methods than had been used under the Effort T contract and to eliminate Robinson as a subcontractor, thereby reducing property-management costs. Sverdrup incorporated this decision into the proposal as “Initiative 13.” Kenny Frame, who was Sverdrup's senior vice president and director of business development from 2001 to 2006, stated that, because of the competitive nature of the proposal process, information regarding Initiative 13 and the other initiatives included in the proposal was “highly secret” and “tightly, tightly controlled.” Frame testified that even some individuals on the team developing the proposal were not aware of the content of the initiatives.
Robinson testified that he knew in 2002 that the Effort T contract was to expire and that he would need to obtain a subcontract under the new proposal being prepared by Sverdrup or that he would no longer be involved with work at the AEDC. According to Robinson, the following events occurred before Sverdrup submitted its proposal to the Air Force in response to the RFP. In the summer of 2002, Robinson contacted Mark Kelly, Sverdrup's administrator of subcontracts under the Effort T contract. At Kelly's instruction, Robinson contacted Frame in August 2002. Frame told Robinson that he had to “get approval” before Robinson could “be on the contract.” 4 According to Robinson, he and Frame spoke again in early 2003, and Frame “told [Robinson] that he had got approval and that [Robinson] needed to get in contact with Tom Mahler,” Sverdrup's director of business operations. When Robinson did so, Frame had already contacted Mahler, and Mahler was preparing a “teaming agreement.”
Robinson signed the teaming agreement on February 4, 2003. It stated:
Exhibit A of the teaming agreement provided: “It is anticipated that ADR [Technical Services] will provide support in the areas of property and inventory management and/or other areas as mutually agreed to by [Sverdrup] and [ADR Technical Services].” Robinson testified that he understood that he was to perform the same inventory services for Sverdrup that he had performed under the Effort T contract.
According to Frame, he did not have any contact with Robinson until December 2002 or January 2003. At that time, Frame knew that Sverdrup had already decided to use Initiative 13 in the proposal and that it did not plan to use Robinson as a subcontractor. Frame testified regarding his conversation with Robinson:
According to Frame, he then told Robinson: “However, I would like you to talk to Tom Mahler about signing-about a teaming agreement in which we could utilize you for property management services in general and potentially other things your company can offer.” Frame testified that he intended to have an “indefinite delivery” arrangement with Robinson, in which there were no guarantees that Sverdrup would use Robinson as a subcontractor. The trial court questioned Frame:
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