White Sands Group, LLC v. PRS II, LLC

Decision Date04 September 2009
Docket Number1080312 and 1080673.
Citation32 So.3d 5
PartiesWHITE SANDS GROUP, L.L.C. v. PRS II, LLC, et al. White Sands Group, L.L.C., and Jeff Valentine v. Michael Asfour and Peter Sterling.
CourtAlabama Supreme Court



George W. Walker III and C. Nelson Gill of Copeland Franco Screws & Gill PA, Montgomery, for appellants.

Jerome E. Speegle, Anthony M. Hoffman, and Jennifer S. Holifield of Zieman, Speegle, Jackson & Hoffman, L.L.C., Mobile, for appellee PRS II, LLC.

J. Byron Brackin III and Julian B. Brackin, Jr., of Brackin, McGriff & Johnson, P.C., Foley, for appellees Michael Asfour and Peter Sterling.

WOODALL, Justice.

These appeals are brought by Jeff Valentine and White Sands Group, L.L.C. ("White Sands"), a real-estate development company whose members include Valentine and others, from a summary judgment for PRS II, LLC, Peter Sterling, and Michael Asfour, on White Sands' counterclaim against them alleging tortious interference with a business relationship and from subsequent orders awarding costs.1 In case no. 1080312, we reverse and remand; in case no. 1080673, we vacate the trial court's orders awarding costs and remand.

I. Procedural Background

This is the second time this case has been before us. See White Sands Group, L.L.C. v. PRS II, LLC, 998 So.2d 1042 (Ala.2008), for the procedural background of this dispute and a more detailed description of the identity of the parties. At the core of the dispute in that case was correspondence between Valentine and Thomas J. Langan, Jr., dated May 17, 2004 (hereinafter "the Valentine letter"), contemplating the purchase by White Sands of five lots, which were owned by members of the Langan family, including Thomas J. Langan, Jr., in conjunction with Langan Development Company, Inc.; Bar Pilot Land, L.L.C.; and Pilots Pointe Development, L.L.C. (hereinafter collectively referred to as "the Langan entities"). The five lots were a portion of a larger undeveloped tract known as "Pilot Town." The transaction failed when the Langan entities sold Pilot Town in its entirety, including the five lots, to PRS II.

Litigation ensued. In that litigation, White Sands asserted counterclaims alleging breach of contract and tortious interference with a business or contractual relationship. "More specifically, count one of the counter-complaint asserted a breach-of-contract claim ... against the Langan entities." 998 So.2d at 1049 (emphasis omitted). Count one alleged that the Valentine letter was a valid purchase contract, which the Langan entities breached by refusing to complete the sale of the five lots to White Sands. Count three alleged that White Sands "`had a valid and existing contract and business relationship' with the Langan entities" and that "Sterling, Asfour, and PRS II ... wrongfully `interfered with said business and/or contractual relations.'" 998 So.2d at 1053-54 (emphasis added).

In White Sands, we first affirmed the summary judgment for the Langan entities, holding that "the parties had `so indefinitely expressed their intentions in the Valentine letter that the court could not enforce their agreement.'" 998 So.2d at 1051. Next, we affirmed the summary judgment in favor of PRS II, Sterling, and Asfour (hereinafter collectively referred to as "the counterclaim defendants") insofar as it related to the interference-with-contractual-relations claim in count three of White Sands' counter-complaint. However, we reversed in part the summary judgment for the counterclaim defendants and remanded the cause for further proceedings insofar as it related to the interference-with-a-business-relations claim in count three of the counter-complaint. 998 So.2d at 1058. Our reversal was based on the incomplete arguments of the counterclaim defendants in their summary-judgment motion. Specifically, they had offered as the sole ground for summary judgment the fact that the Valentine letter was not an enforceable contract, thus ignoring the body of Alabama caselaw also protecting business relationships or expectancies. 998 So.2d at 1054-56. Based on the inadequacy of the counterclaim defendants' arguments as to that issue, we concluded that they had failed to "discharge their initial burdens to challenge the sufficiency of the evidence of White Sands' interference-with-a-business-relations claim" and, therefore, were only entitled to a partial summary judgment as to count three of the counterclaim. 998 So.2d at 1055.

On remand, PRS II filed a renewed motion for a summary judgment, addressing, for the first time, the legal basis for a claim of tortious interference with a noncontractual business relationship. In conjunction with its motion and accompanying brief, PRS II filed the affidavit of Thomas J. Langan, Jr., and the affidavit of Peter Morris, a member of one of the business entities that constitute PRS II. Sterling and Asfour also renewed their summary-judgment motion and filed a brief. However, they filed no evidentiary material in support of their motion, and, although their brief purported to contain a "narrative summary of undisputed facts," it contained no citation to any supporting material. For an argument, they relied almost exclusively on the arguments in PRS II's brief, which they incorporated by reference.

On October 28, 2008, the trial court granted the motions. White Sands filed its notice of appeal in case no. 1080312 on December 1, 2008. Meanwhile, on November 6, 2008, PRS II filed a "motion to tax costs" against not only White Sands, but also Valentine, in the amount of $28,401.72. On January 15, 2009, the trial court issued an order granting that motion (hereinafter referred to as "the PRS II costs order"). Because Valentine was not involved in the summary-judgment proceedings, Valentine and White Sands filed a second notice of appeal on January 27, 2009, in case no. 1080312. Case no. 1080312 thus involves the merits of the tortious-interference-with-a-business-relations claim, as well as the propriety of the PRS II costs order.

On January 28, 2009, Sterling and Asfour filed a motion to assess costs against White Sands and Valentine in the amount of $4,019.37. On February 27, 2009, the trial court granted that motion (hereinafter referred to as "the Sterling/Asfour costs order"). On March 9, 2009, White Sands and Valentine appealed from the Sterling/Asfour costs order; that appeal is designated as case no. 1080673. This Court consolidated the two appeals for disposition by one opinion.

It is undisputed that a resolution in favor of White Sands of the substantive issues presented by the summary judgment will necessarily resolve the issues regarding the taxation of costs against White Sands and Valentine. Therefore, we first address the substantive aspect of case no. 1080312.

II. The Summary Judgment

"The role of this Court in reviewing a summary judgment is well established — we review a summary judgment de novo, `"applying the same standard of review as the trial court applied."`" Horn v. Fadal Machining Ctrs., LLC, 972 So.2d 63, 69 (Ala.2007) (quoting Stokes v. Ferguson, 952 So.2d 355, 357 (Ala.2006), quoting in turn Dow v. Alabama Democratic Party, 897 So.2d 1035, 1038 (Ala.2004)). "`If the movant meets its burden of production by making a prima facie showing that it is entitled to a summary judgment, "then the burden shifts to the nonmovant to rebut the prima facie showing of the movant."'" Horn, 972 So.2d at 69 (quoting American Gen. Life & Accident Ins. Co. v. Underwood, 886 So.2d 807, 811-12 (Ala.2004), quoting in turn Lucas v. Alfa Mut. Ins. Co., 622 So.2d 907, 909 (Ala. 1993)).

"`"The manner in which the summary-judgment movant's burden of production is met depends upon which party has the burden of proof ... at trial."' Ex parte General Motors Corp., 769 So.2d 903, 909 (Ala.1999) (quoting Berner v. Caldwell, 543 So.2d 686, 691 (Ala. 1989) (Houston, J., concurring specially)). If ... `"the movant has the burden of proof at trial, the movant must support his motion with credible evidence, using any of the material specified in Rule 56(c), Ala. R. Civ. P. (`pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits')."' 769 So.2d at 909. `"The movant's proof must be such that he would be entitled to a directed verdict now referred to as a judgment as a matter of law, see Rule 50, Ala. R. Civ. P. if this evidence was not controverted at trial."' Id. In other words, `when the movant has the burden of proof at trial, its own submissions in support of the motion must entitle it to judgment as a matter of law.' Albee Tomato, Inc. v. A.B. Shalom Produce Corp., 155 F.3d 612, 618 (2d Cir.1998) (emphasis added). See also Equal Employment Opportunity Comm'n v. Union Independiente de la Autoridad de Acueductos y Alcantarillados de Puerto Rico, 279 F.3d 49 (1st Cir.2002); Rushing v. Kansas City Southern Ry., 185 F.3d 496 (5th Cir.1999); Fontenot v. Upjohn Co., 780 F.2d 1190 (5th Cir.1986); Calderone v. United States, 799 F.2d 254 (6th Cir.1986)."

Denmark v. Mercantile Stores Co., 844 So.2d 1189, 1195 (Ala.2002). Moreover, we review the evidence in the light most favorable to the nonmovant. Wilson v. Brown, 496 So.2d 756, 758 (Ala.1986).

A. Elements of the Claim

"In order to overcome a defendant's properly supported summary-judgment motion, the plaintiff bears the burden of presenting substantial evidence as to each disputed element of its claim." Ex parte Harold L. Martin Distrib. Co., 769 So.2d 313, 314 (Ala.2000). The arguments of the parties reveal considerable confusion as to the elements of a cause of action for tortious interference with a business relationship.

According to the counterclaim defendants, White Sands

"must establish by substantial evidence the following:
"1. the existence of a business relation;
"2. the defendant's knowledge of the business relation;
"3. intentional interference with the business relation;
"4. the

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