Major Millworks, Inc., and Roy F. Roddam, Sr.
MAE Hardwoods, Inc., d/b/a American Hardwoods, Inc
[Copyrighted Material Omitted]
Opinion is subject to formal revision before publication in
the advanced sheet of the Southern Reporter.
from Shelby Circuit Court. (CV-11-900190).
Hardwoods, Inc., d/b/a American Hardwoods, Inc. (" MAE
Hardwoods" ), filed a complaint against Roy F. Roddam,
Sr. (" Roddam" ), and Major Millworks, Inc. ("
Millworks" ), in the Shelby Circuit Court (" the
trial court" ) seeking damages for breach of contract.
Following a trial, the trial court entered a judgment against
Roddam and Millworks, awarding damages that included attorney
fees. Roddam and Millworks appeal. Because the record does
not contain evidence to support MAE Hardwoods' claim
against Roddam or the award of attorney fees pursuant to the
contract at issue, we reverse those portions of the judgment.
We affirm all other portions of the judgment.
and Procedural History
Hardwoods is a manufacturer of custom wooden building
materials. The owner and president of MAE Hardwoods is Kerry
Mason. Through an agreement (" the purchase
agreement" ) dated March 19, 2006, Mason purchased the
assets of American Hardwoods, Inc., a company undergoing
liquidation in bankruptcy proceedings. The purchase agreement
specified that the assets purchased by Mason included the
goodwill of American Hardwoods, Inc., and the right to use
the name " American Hardwoods." Mason then formed a
new corporation, MAE Hardwoods, Inc. Thereafter, MAE
Hardwoods, Inc., conducted business using the name "
American Hardwoods." Mason testified that MAE Hardwoods,
Inc., had acquired his interests in American Hardwoods, Inc.,
including the right to use the name " American
is a company located in Alabama that provides services and
goods for homebuilding projects. In 2006, MAE Hardwoods
supplied materials to Millworks, and Millworks paid the
invoices for those materials. In 2009, MAE Hardwoods
delivered materials to a building project in Gadsden where
Millworks was performing work for the property owner and the
builder. A statement dated February 5, 2010, lists a number
of invoices billed to Millworks and Roddam, partial payments
for those invoices made by Millworks, and finance charges for
incomplete payment, reflecting a total amount due of
March 9, 2011, MAE Hardwoods filed a complaint in the trial
court seeking damages against Roddam and Millworks for breach
of contract. MAE Hardwoods did not allege any other grounds
for relief. MAE Hardwoods attached copies of the invoices
billed to Millworks and Roddam in 2009 and a document it
asserted was a contract between all of the parties ("
the contract" ). The invoices were sent to Millworks on
the letterhead of " American Hardwood, Inc.," and
the contract contained the same name. MAE Hardwoods alleged
that it had entered into the contract in 2006 with Roddam and
Millworks and that, pursuant to the contract, MAE Hardwoods
agreed to extend a line of credit to Roddam and Millworks for
supplied materials. MAE Hardwoods alleged that Roddam and
Millworks breached the contract by failing to pay for
materials, and it sought the unpaid amounts of the invoices.
MAE also sought late fees, interest, and attorney fees
pursuant to the terms of the contract.
contract contained the following statements and terms of
" STATEMENT: Purchase of goods will indicate the
acceptance of American
Hardwoods, Inc. credit terms. American Hardwoods, Inc. terms
are as follows: The entire Invoice amount is due in full by
the 10th day of the month following the month of Invoice. ...
If the account is not paid according to our terms, the amount
is past due and in default, and a late charge or finance
charge of 1.5% will be assessed to these invoices at the end
of the month when statements are run. The 1.5%
finance/service charge results in an annual percentage rate
of 18%. ...
" STATEMENT: Purchases and/or deliveries are herewith
authorized to be made without signature.
" STATEMENT: In the event this account is placed in the
hands of an attorney for collection, or suit is instituted to
collect same or any portion thereof, I and/or we agree and
promise to pay all attorney collection fees and court costs
and hereby waive all rights of exemption under the laws of
the State of Alabama or any other state of the United States.
" STATEMENT: In consideration of credit being extended
by American Hardwoods, Inc. to me/us/it, and/or we certify
the truthfulness and veracity of the statement appearing on
the application and agreement, and I and/or we guarantee and
bind ourselves to the faithful payment of all amounts owed,
now or in the future by me, us, either of us or any other
person, firm, or corporation for our benefit. If credit is
extended to a corporation in which we, either of us, or I am
an officer, shareholder, employee, or in which an ...