Fish Market Restaurants, Inc. v. Riverfront, LLC

Citations: 196 So. 3d 1167; 2015 Ala. LEXIS 145; 2015 WL 6828926Docket: 1131061

Court: Supreme Court of Alabama; November 5, 2015; Alabama; State Supreme Court

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Riverfront, LLC petitions the Court for a writ of mandamus to vacate the Tuscaloosa Circuit Court's order transferring an action filed by Fish Market Restaurants, Inc. and George Sarris to the Etowah Circuit Court. The Court grants the petition and issues the writ. The case, previously addressed in Ex parte Riverfront, LLC, involved a lease agreement between Riverfront and Fish Market, which included a forum-selection clause designating Tuscaloosa County as the venue for any litigation. Fish Market initiated a declaratory-judgment action in Etowah Circuit Court, prompting Riverfront to file a motion to dismiss based on improper venue or to transfer the case to Tuscaloosa County. Fish Market did not contest this motion. The Etowah Circuit Court denied Riverfront’s motion without explanation. The Alabama Supreme Court, in Riverfront I, upheld the validity and enforceability of the forum-selection clause, determining that Tuscaloosa County was not a "seriously inconvenient" forum and highlighting Fish Market's lack of evidence or argument to the contrary. The Court concluded that Riverfront had a clear legal right to enforce the clause, asserting that the Etowah Circuit Court exceeded its discretion in denying the motion. Consequently, the Court directed the Etowah Circuit Court to either dismiss the case or transfer it to Tuscaloosa County, which was executed on July 30, 2013. Subsequently, on October 22, 2013, Fish Market sought to transfer the case back to Etowah Circuit Court, arguing that Tuscaloosa County would be a seriously inconvenient forum. Riverfront countered this motion, asserting that the issue had already been resolved in its favor by the Alabama Supreme Court.

On April 1, 2014, the Tuscaloosa Circuit Court held a hearing regarding Fish Market’s motion to transfer the case to Etowah County. Following the hearing, both parties submitted additional arguments, and on May 12, 2014, the court granted Fish Market’s motion to transfer. The court noted that the case originally filed by Fish Market in Etowah County on February 27, 2012, had faced a motion from Riverfront, LLC to dismiss or transfer to Tuscaloosa County, which was initially denied. However, the Alabama Supreme Court later granted a writ of mandamus, allowing the transfer based on an enforceable forum-selection clause in the lease, as Fish Market did not demonstrate that enforcement would be unreasonable.

Fish Market argued for transfer based on the principle of forum non conveniens, asserting that Tuscaloosa County was significantly inconvenient due to the proximity of the restaurant and witnesses to the Etowah County courthouse, less than a mile away, compared to over 100 miles to Tuscaloosa County. The relevant Alabama Code allows for transfer of cases between counties for the convenience of parties and witnesses, or in the interest of justice. The court concluded that Tuscaloosa County was a seriously inconvenient forum and that transferring the case to Etowah County would serve the interests of justice and convenience. Consequently, the court granted the motion to transfer.

Following this, Riverfront petitioned for a writ of mandamus to reverse the transfer order. The criteria for granting a writ of mandamus include the petitioner's clear legal right to the order, the respondent's imperative duty to act, the absence of an alternative remedy, and the proper jurisdiction of the court.

A writ of mandamus cannot be issued to control or review discretion unless there is an abuse of that discretion. When reviewing a trial court's decision on a forum-selection clause, the focus is on whether the court exceeded its discretion. In the case of Riverfront, the Tuscaloosa Circuit Court allegedly failed to comply with a prior mandate from this Court, which had deemed the forum-selection clause enforceable and ordered the transfer of the lawsuit to Tuscaloosa County. The Tuscaloosa Circuit Court later ruled the clause unenforceable, citing Tuscaloosa County as a "seriously inconvenient" forum, a conclusion that contradicts this Court's earlier determination that such a claim must demonstrate extreme difficulty that effectively denies a party its day in court. Although the opinion in Riverfront I was a plurality, a majority agreed on the enforceability of the clause and the characterization of Tuscaloosa County. The Etowah Circuit Court correctly transferred the case following this Court's mandate. The Tuscaloosa Circuit Court’s ruling, if upheld, would undermine this mandate by requiring the Etowah Circuit Court to hear the case, which is contrary to the enforceable forum-selection clause. The Tuscaloosa Circuit Court mistakenly believed that the issue of Tuscaloosa County's convenience had not been settled because Fish Market did not argue it; however, it was explicitly decided by this Court. The Tuscaloosa Circuit Court lacks the authority to overrule this Court's decision, which was specifically directed to the Etowah Circuit Court, not to the Tuscaloosa Circuit Court.

The Tuscaloosa Circuit Court's order to transfer a case to the Etowah Circuit Court contradicts a prior mandate from this Court, which required the Etowah Circuit Court to transfer the action to Tuscaloosa based on an enforceable forum-selection clause in the lease. The Tuscaloosa Circuit Court lacks the authority to override this mandate. Additionally, the Court's decision in Riverfront I, which established Tuscaloosa County as a non-"seriously inconvenient" forum, is binding and prevents relitigation of this issue. Fish Market, having failed to challenge Tuscaloosa County's status as a forum in earlier proceedings, cannot revisit the matter. Fish Market contends that the transfer order has independent bases, arguing that the forum-selection clause is unenforceable and citing Ala.Code § 6-3-21.1 regarding forum non conveniens. However, the Court finds Fish Market's argument unpersuasive, as § 6-3-21.1 applies only when multiple courts are appropriate venues, which is not the case since Riverfront I established the enforceability of the forum-selection clause, limiting the venue to the Tuscaloosa Circuit Court.

Riverfront's mandamus petition is granted, requiring the Tuscaloosa Circuit Court to vacate its order that transferred the case to the Etowah Circuit Court, as the cited statute (6-3-21.1) is inapplicable. Fish Market's arguments against this decision are deemed unpersuasive. The court's decision includes concurring opinions from Justices Stuart, Main, and Bryan, while Justice Murdock concurs in part and concurs in the result, and Justice Shaw dissents. Justices Bolin and Wise recuse themselves. The case, initially assigned to another Justice, was reassigned to Justice Parker on June 30, 2015. In the related case, Riverfront I, the forum-selection clause in the lease was determined to be enforceable, with all Justices involved concurring on this outcome. Fish Market had previously submitted multiple documents opposing Riverfront's petition, but only the arguments from its October 8, 2014 response are considered. The enforceability of a forum-selection clause is upheld unless it can be shown that enforcement would be unreasonable due to significant inconvenience, a burden that is challenging to meet.