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Major Millworks, Inc. v. MAE Hardwoods, Inc.

Alabama Court of Civil Appeals

June 12, 2015

Major Millworks, Inc., and Roy F. Roddam, Sr.
v.
MAE Hardwoods, Inc., d/b/a American Hardwoods, Inc

Page 715

[Copyrighted Material Omitted]

Page 716

         Editorial Note:

         This Opinion is subject to formal revision before publication in the advanced sheet of the Southern Reporter.

          Appeal from Shelby Circuit Court. (CV-11-900190).

          OPINION

Page 717

          DONALDSON, Judge.

         MAE 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.

         Facts and Procedural History

         MAE 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 Hardwoods."

         Millworks 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 $25,533.16.

         On 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.

         The contract contained the following statements and terms of agreement:

" STATEMENT: Purchase of goods will indicate the acceptance of American

Page 718

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 ...

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