Released for Publication June 15, 2015.
Appeal from Monroe Circuit Court. (CV-11-900084). Braxton L. Kittrell, Jr.[*], Trial Judge.
REVERSED AND REMANDED.
For Appellants: Henry T. Morrissette and J. Craig Campbell of Hand Arendall LLC, Mobile.
For Appellee: Max Cassady of Cassady & Cassady, P.C., Fairhope.
BRYAN, Justice. Stuart, Bolin, Main, and Wise, JJ., concur. Shaw, J., concurs in part and concurs in the result. Moore, C.J., and Parker and Murdock, JJ., dissent.
Eric Anderton and Jackson Key Practice Solutions, LLC (" Jackson Key" ), appeal from the Monroe Circuit Court's order denying their motion to compel arbitration. We reverse and remand.
The Practice-Monroeville, P.C. (" the Practice" ), is a medical-practice group located in Monroeville. Allscripts Healthcare, LLC (" Allscripts" ), sells health-care software to health-care providers. Allscripts is a North Carolina company and does not have an office in Alabama. Jackson Key is a certified " sales-and-service partner" of Allscripts, selling and servicing Allscripts software, and Anderton is an employee and partial owner of Jackson Key. In May 2011, the Practice and Allscripts entered into a written contract in which the Practice purchased health-care software called " MyWay" from Allscripts through Jackson Key (" the contract" ). Although the contract was between the Practice and Allscripts, Jackson Key supported the transaction. The contract provides that " Allscripts may subcontract its obligations hereunder to a third party or affiliate." An addendum to the contract further states that " Allscripts and [the Practice] agree that the Allscripts MyWay Software shall be hosted by Jackson Key[, and] that any backup, system performance, data recovery, [and] service levels will be the responsibility of [Jackson Key]."
The contract contains an arbitration provision, which states, in pertinent part: " Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, NC, in accordance with the then-current rules and procedures of the American Arbitration Association ...."
The Practice became dissatisfied with the performance of the MyWay software and unsuccessfully attempted to cancel its contract with Allscripts. On September 12, 2011, the Practice sued Jackson Key and Anderton, but not Allscripts, in the
circuit court. The Practice alleged that Jackson Key, pursuant to the addendum to the contract, had undertaken sole responsibility for " system performance" of the MyWay software that it had implemented for the Practice. The complaint further alleged that Jackson Key and Anderton were negligent in establishing the system performance of that software. On October 21, 2011, Jackson Key and Anderton moved to compel arbitration based on the arbitration provision in the contract.
In November 2011, Jackson Key, acting pro se, sued the Practice in the Monroe District Court. In that action, Jackson Key alleged that the Practice owed it money for Microsoft Word software that Jackson Key had purchased for the Practice. Following a trial, the district court entered a judgment in favor of the Practice on March 28, 2012. Jackson Key subsequently appealed that judgment to the Monroe Circuit Court. Over Jackson Key and Anderton's objection, the circuit court consolidated that appeal with the action initiated by the Practice regarding the contract.
The Practice opposed the motion to compel arbitration in the circuit court. The Practice argued that the circuit court -- not the arbitrator -- should decide the threshold issue of whether the dispute over the MyWay software is arbitrable. The Practice then argued that the circuit court should deny Jackson Key and Anderton's motion to compel arbitration because, it said, the dispute was not within the scope of the arbitration provision. Additionally, the Practice argued that Jackson Key and Anderton had waived any right to arbitrate by substantially invoking the litigation process in the district court. On July 31, 2013, the circuit court denied the motion to compel, without stating a reason. Jackson Key and Anderton appealed pursuant to Rule 4(d), Ala. R. App. P., which authorizes an appeal from an order either granting or denying a motion to compel arbitration.
Standard of Review
" 'This Court's review of an order granting or denying a motion to compel arbitration is de novo. ...'
" United Wisconsin Life Ins. Co. v. Tankersley, 880 So.2d 385, 389 (Ala. 2003). Furthermore:
" '" A motion to compel arbitration is analogous to a motion for summary judgment.
TranSouth Fin. Corp. v. Bell, 739 So.2d 1110, 1114 (Ala. 1999). The party seeking to compel arbitration has the burden of proving the existence of a contract calling for arbitration and proving that that contract evidences a transaction affecting interstate commerce.
Id. 'After a motion to compel arbitration has been made and supported, the burden is on the non-movant to present evidence that the supposed arbitration agreement is not valid or does not apply to the dispute in question.'"
" 'Fleetwood Enters., Inc. v. Bruno,784 So.2d 277, 280 (Ala. 2000) (quoting Jim Burke Auto., Inc. v. Beavers,674 So.2d 1260, 1265 n. 1 ...