Carroll v. Castellanos

          Appeal from Jefferson Circuit Court (CV-17-904011).

          MENDHEIM, Justice.

         William R. Carroll, M.D., Loring Rue, M.D., and Gustavo R. Heudebert, M.D. (hereinafter referred to collectively as "the individual defendants"), appeal from the Jefferson Circuit Court's order denying their motion to compel arbitration of claims asserted against them by Paul F. Castellanos, M.D. We reverse and remand.

         I. Facts

         On September 22, 2017, Dr. Castellanos filed this action against six named defendants and other fictitiously named defendants. The named defendants included the University of Alabama Health Services Foundation, P.C. ("UAHSF"), the Board of Trustees of the University of Alabama ("the Board"), ^[1] the University of Alabama Birmingham Health System Board of Directors, and the individual defendants. Dr. Castellanos alleged that he was an "internationally recognized" physician with a specialty practice as a "laryngologist and bronchoesophagologist (airway surgeon)" who was "recruited to come to the University of Alabama at Birmingham in 2005 to establish a center of excellence for the treatment of voice and aero digestive disorders at University of Alabama, Birmingham Academic and Medical Center" ("UAB Medical Center"). UAHSF and Dr. Castellanos executed a "Physician Employment Contract" describing the details of his employment at UAB Medical Center ("the employment contract"). The employment contract contained the following arbitration provision:

"(14) Any controversy or claim, arising out of, or relating to, this Agreement, or the breach thereof, shall be settled by arbitration in the City of Birmingham, Alabama in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon award rendered may be entered in any court having jurisdiction thereof."

         With respect to the individual defendants, Dr. Castellanos alleged that Dr. Carroll was "clearly envious or concerned that his own care for patients with similar complexity to the patient population for Dr. Castellanos was not as successful as that of Dr. Castellanos." Dr. Castellanos alleged that, after Dr. Carroll became interim chairman of the ENT Department at UAB Medical Center, Dr. Carroll engaged in a series of actions designed toward "mak[ing] Dr. Castellanos' life at UAB [Medical Center] so miserable that he ha[d] to leave." Dr. Castellanos alleged that Dr. Rue and Dr. Heudebert assisted in this plan. Dr. Castellanos also asserted that all the defendants, including UAHSF "through its agents and employees," conspired to make Dr. Castellanos want to leave his employment at UAB Medical Center. Specifically, against Dr. Carroll, Dr. Castellanos asserted claims of "intentional infliction of severe mental anguish -- outrageous conduct," "defamation," and "invasion of privacy -- false light." Against all the individual defendants, Dr. Castellanos asserted a claim of "intentional interference with contractual and business relations," and he alleged that all the defendants, including UAHSF "through its agents and employees," conspired in the commission of the tort-of-outrage, defamation, and invasion-of-privacy claims.

         On November 1, 2017, the Board filed a motion to dismiss in which it asserted that it was entitled to immunity under Art. 1, § 14, Ala. Const. 1901. No other defendant joined the Board's motion.

         On the same date, all the defendants other than the Board filed a motion to compel arbitration as to all claims asserted against them by Dr. Castellanos. The motion was based on the arbitration provision contained in the employment contract. The individual defendants contended that they could enforce the arbitration provision even though they were not signatories to the employment contract because, they reasoned, the individual defendants were also employees of UAHSF and Dr. Castellanos had alleged that all the defendants had conspired in committing the alleged torts.

         Dr. Castellanos did not oppose the motion to compel arbitration. In his brief to this Court, Dr. Castellanos asserts that he failed to file a response because "[t]he trial court issued its order compelling arbitration between the contracting parties ... before [Dr. Castellanos] had an opportunity to oppose the motion." Dr. Castellanos's brief, pp. 7-8.

         On November 15, 2017, the circuit court entered an order compelling arbitration of Dr. Castellanos's claims against UAHSF and the Board (even though the Board had not joined the motion to compel) but denying arbitration of his claims against the individual defendants.^[2] The circuit court refused to compel arbitration of the claims against the individual defendants because "the aforementioned Physician Employment Contract does not include an arbitration clause applicable to ... William R. Carroll, M.D., Loring Rue, M.D., and Gustavo R. Heudebert, M.D."

         The following day, November 16, 2017, the individual defendants appealed the circuit court's judgment. On the same date, the individual defendants filed a motion to stay the underlying action pending the appeal, a motion the circuit court granted on November 20, 2017.

         II. Standard of Review

"'This Court reviews de novo the denial of a motion to compel arbitration. Parkway Dodge, Inc. v. Yarbrough, 779 So.2d 1205 (Ala. 2000). A motion to compel arbitration is analogous to a motion for a 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 the contract evidences a transaction affecting interstate commerce. Id. "[A]fter 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 ...