White v. PT Solutions Holdings, LLC (In re PT Solutions Holdings, LLC)

• Decision Date: 23 November 2016
• Docket Number: 1150687.
• Citation: 225 So.3d 37
• Parties: EX PARTE PT SOLUTIONS HOLDINGS, LLC (In re: Laurie B. White v. PT Solutions Holdings, LLC )
• Court: Alabama Supreme Court

225 So.3d 37

EX PARTE PT SOLUTIONS HOLDINGS, LLC

(In re: Laurie B. White

v.PT Solutions Holdings, LLC )

1150687.

Supreme Court of Alabama.

November 23, 2016

J. Richard Carrigan and Jeremiah J. Rogers of Ogletree, Deakins, Nash, Smoak & Stewart, P.C., Birmingham, for petitioner.

Charles D. Hudson of Penn & Seaborn, LLC, Montgomery, for respondent.

MURDOCK, Justice.

PT Solutions Holdings, LLC ("PT Solutions"), petitions this Court for a writ of mandamus seeking an order directing the Barbour Circuit Court to vacate its March 15, 2016, order denying PT Solutions' motion to dismiss the underlying complaint filed by Laurie B. White based on an outbound forum-selection clause and to grant the motion to dismiss. We grant the petition.

I. Facts

PT Solutions states that it is a Georgia-based company that operates physical-therapy clinics.¹ In 2006, PT Solutions hired White as the clinic director of its Eufaula, Alabama, location, which is located near the Alabama–Georgia border. In September 2014, PT Solutions revised the employment agreements for its clinic directors. PT Solutions states that the purpose of the revision was to make those contracts uniform and easier to administer. The new contract consisted of a "Letter Agreement" ("the letter agreement") that stated the terms of compensation and a "Noncompetition and Nonsolicitation Agreement" ("the noncompetition agreement").

One of the changes implemented in the new contract was a new bonus plan. The letter agreement provided that clinic directors were eligible for annual bonuses, the target amount of which is prorated and paid on a monthly basis, and the actual amount is finalized at the end of each year. In its opening paragraph, the letter agreement provided: "If you sign and return this Letter Agreement no later than 11/3/2014, this Letter Agreement will be retroactively effective as of September 1, 2014." In a subsequent paragraph, the letter agreement provided: "As of September 1, 2014, you will be eligible to participate in an annual performance bonus program for each calendar year that you are employed by [PT Solutions]. Eligibility for Bonus compensation requires execution of the 'Noncompetition and Nonsolicitation Agreement' attached hereto and incorporated by reference herein ...." The final paragraph of the letter agreement provided: "If you wish to accept this offer (including the attached Noncompetition and Nonsolicitation Agreement) on the terms described above, please sign and date this Letter Agreement and return it to [PT Solutions] no later than 11/03/14."

In part, the noncompetition agreement prohibited a clinic director from,

"either directly or indirectly, participat[ing] in any Restricted Business (as such terms are defined below). For purposes of this offer of employment and except as allowed above, (a) the term 'Participate' means to have any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise ...; (b) the term 'Restricted Business' means any enterprise, business or venture within 25 miles of any location where you provided services during your employment with [PT Solutions] and where you ... provided services at the time of termination, which is engaged in the Business or a business identical to or engaged in any portion of the Business of [PT Solutions]."

The noncompetition agreement also contained a choice-of-law and outbound forum-selection clause,² which provided:

"This Agreement has been entered into under and shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws provisions. You agree that a Superior Court in Fulton County, Georgia, shall be the sole and exclusive jurisdiction and venue for all disputes between the parties under this Agreement. Employee hereby irrevocably consents to jurisdiction and venue of such court for adjudication of all disputes between the parties under this Agreement and waives any objections or defenses to jurisdiction or venue in any such proceeding."

(Emphasis added.)

PT Solutions provided White with the letter agreement and the noncompetition agreement on October 27, 2014. After that date, White regularly communicated with PT Solutions to discuss the terms of the new contract. According to an affidavit from Amy Scott, PT Solutions' director of Human Resources, around November 15, 2014, White met with senior administration for PT Solutions in Callaway Gardens, Georgia, to discuss the new contract, the bonus plan, and the fact that she would need to sign both the letter agreement and the noncompetition agreement in order to participate in the bonus program. On December 29, 2014, Scott e-mailed White to remind her that she needed to execute the new contract by December 31, 2014, in order to be eligible for the bonus program. White responded the same day with an e-mail in which she stated that she was concerned that the bonus program was based on

"units not visits for our clinic which could mean a 20% pay cut at the end of the year. Our previous bonus structure worked for our clinic because it took into account the actual profit at the end of the year and not necessarily the unit goal. While we may not meet the unit goal due to our Medicare population, we try to market cheaper, work with less staff and keep our expenses lower to increase overall profit. I have not received an incentive based on units since July[;] however, [I] have received an incentive based on visits almost every month prior to the new contract. I am eager to sign a contract that works for all, please let me know your thoughts."

According to Scott, the next day White met with PT Solutions' director of Clinical Operations Danny Mayhan for a final discussion about her bonus structure. On December 31, 2014, White signed the letter agreement and the noncompetition agreement. White acknowledges that she signed both portions of the new contract on that date.

According to PT Solutions, it paid White a $6,500 year-end bonus for 2014, which she would not have received absent her execution of the letter agreement and the noncompetition agreement. PT Solutions also says that White received subsequent monthly bonus payments in 2015, for a total of $10,666 in bonuses received under the new contract. White denies that she was paid bonuses under the new contract.

On September 9, 2014, Eufaula Physical Therapy ("EPT"), a physical-therapy company located less than half a mile from PT Solutions' Eufaula clinic, was formed. On June 26, 2015, White voluntarily resigned her position as clinic director of PT Solutions' Eufaula clinic and became clinic director for EPT. She also recruited the office manager and two physical therapists who were working at PT Solutions' Eufaula clinic to come work at EPT. A PT Solutions' customer, Medical Center Barbour, terminated its contract with PT Solutions, providing as its reason that White at EPT had made a very good offer to take over PT Solutions' work.

Because of White's actions on behalf of EPT, PT Solutions' counsel, on December 9, 2015, sent White a cease-and-desist letter in which he asserted that White had violated the noncompetition agreement.

In response to the cease-and-desist letter, on December 21, 2015, White sued PT Solutions and fictitiously named defendants in the Barbour Circuit Court ("the Alabama action"); she sought a judgment declaring that the noncompetition agreement was unenforceable. The complaint asserted that the outbound forum-selection clause was unenforceable because: (1) the Georgia forum is 155 miles from White's residence, which, she said, was "unnecessarily and avoidably disruptive and burdensome" to her; (2) White did not have sufficient contacts with Fulton County, Georgia; (3) "[t]he course of dealings, negotiations, and employment all occurred within the Eufaula division of the Circuit Court of Barbour County, Alabama"; (4) under Alabama law the noncompetition agreement cannot be enforced against a "professional," and White qualifies as a professional because Alabama law recognizes physical therapists as professionals; therefore, White argues, the noncompetition agreement violates the public policy of Alabama; and (5) by its terms the letter agreement was effective only if it was signed by November 3, 2014, and White did not sign it until December 31, 2014; therefore, Whites argues, the new contract was not enforceable.

On January 28, 2016, PT Solutions sued White in the Fulton County, Georgia, Superior Court alleging that she had breached the noncompetition agreement, had violated the Georgia Uniform Trade Secrets Act, and had tortiously interfered with PT Solutions' business relationships ("the Georgia action").

On February 1, 2016, PT Solutions filed a motion in the Barbour Circuit Court to dismiss the Alabama action, asserting improper venue and lack of subject-matter jurisdiction based on the forum-selection clause. On March 2, 2016, White filed an answer and a motion to dismiss the Georgia action. On March 15, 2016, the circuit court denied PT Solutions' motion to dismiss the Alabama action. In the same order, the circuit court set the case for trial on May 11, 2016.

On March 21, 2016, White filed her "First Set of Requests for Admissions and Requests for Production, and Interrogatories" in the Alabama action. The following day, White filed a motion to reduce by two weeks the period within which PT Solutions must respond to that discovery. On March 23, 2016, PT Solutions opposed White's motion and filed a motion to stay the Alabama action in light of the fact that it was preparing to file a petition for a writ of mandamus with this Court. White filed a reply on the following day opposing the motion to stay.

On March 24, 2016, PT Solutions filed the instant petition for a writ of mandamus directing the circuit court to vacate its order denying the motion to dismiss the...