Appeal
from Montgomery Circuit Court (CV-18-900500)
Parker, C.J., and Bolin, Wise, and Stewart, JJ., concur.
SELLERS, JUSTICE.
Jessie
Castleberry and Rickey Castleberry appeal from an order of
the Montgomery Circuit Court dismissing the Castleberrys'
claims against Angie's List, Inc., based on a
forum-selection clause in a contract between Angie's List
and the Castleberrys. We affirm the trial court's order.
Angie's
List operates a paid membership service that enables its
members to search for local service providers and to submit
and consider reviews and ratings relating to those service
providers. The Castleberrys, who are father and son, became
members of Angie's List in 2014. They claim that they
used their membership with Angie's List to locate a
contractor, Dream Baths of Alabama, LLC ("Dream
Baths"), which the Castleberrys hired to renovate a
bathroom in Jessie Castleberry's house to make it
handicapped accessible. According to the Castleberrys, Dream
Baths was not properly licensed and poorly performed the work
it contracted to do.
The
Castleberrys sued Dream Baths, asserting various claims
related to the renovation. They also named Angie's List
as a defendant in the action, alleging that it had
misrepresented Dream Baths' qualifications. Against
Angie's List, the Castleberrys alleged breach of
contract, breach of a duty of good faith and fair dealing,
fraud, unjust enrichment, and deceptive trade practices.
Pursuant
to Rule 12(b)(3), Ala. R. Civ. P., Angie's List filed a
motion to dismiss the Castleberrys' claims against it
based on a forum-selection clause set out in the membership
agreement between Angie's List and the Castleberrys. That
clause provides:
"This Agreement and the relationship between You [the
Castleberrys] and Angie's List will be governed by the
laws of the State of Indiana, notwithstanding the choice of
law provisions of the venue where any action is brought,
where the violation occurred, where You may be located or any
other Jurisdiction. You agree and consent to the exclusive
Jurisdiction of the state or federal courts located in Marion
County, Indiana and waive any defense of lack of personal
jurisdiction or improper venue or forum non conveniens to a
claim brought in such court, except that Angie's List may
elect, in its sole discretion, to litigate the action in the
county or state where any breach by You occurred or where You
can be found. You agree that regardless of any statute or law
to the contrary, any claim or cause of action arising out
[sic] or related to Your use of the Service or this Agreement
shall be filed within one (1) year after such claim or cause
of action arose or will forever be barred."
The
trial court determined that the quoted clause is "a
valid and enforceable forum-selection clause that provides
for the exclusive jurisdiction of the courts of Marion
County, Indiana." Accordingly, the trial court granted
Angie's List's motion to dismiss. Later, the trial
court denied the Castleberrys' motion to reconsider the
dismissal and, pursuant to Rule 54(b), Ala. R. Civ. P.,
certified its order of dismissal as final for purposes of
appeal. The Castleberrys timely appealed.
The
Castleberrys argue first that the trial court erred in
determining that the contractual provision in question is a
forum-selection clause allowing Angie's List to force its
members to litigate their claims against Angie's List in
the courts of Marion County, Indiana. The parties agree that,
for purposes of this case, Alabama law applies to the
construction and validity of the clause at issue.
The
Castleberrys point to Ex parte Dan Tucker Auto Sales,
Inc., 718 So.2d 33, 35-36 (Ala. 1998), for the
propositions that "[g]eneral contract law requires a
court to enforce an unambiguous, lawful contract, as it is
written" and that, "[w]hen interpreting a contract,
a court should give the terms of the agreement their clear
and plain meaning and should presume that the parties
intended what the terms of the agreement clearly state."
The Castleberrys assert that the language used in the
forum-selection clause is unambiguous and that its clear and
plain meaning is that Angie's List members agree to
litigate in Indiana only those claims brought
against them by Angie's List and not
claims brought by them against Angie's
List.
We
disagree. The first sentence of the forum-selection clause
provides for the application of Indiana law in "any
action." The second sentence provides that Angie's
List members "agree and consent to the
exclusive Jurisdiction of the state or federal
courts located in Marion County, Indiana" and
that, with respect to actions brought in those courts,
members waive defenses such as lack of personal jurisdiction,
improper venue, or forum non conveniens. We do not read the
reference to the waiver of potential defenses by Angie's
List members in actions brought against them in the courts of
Marion County, Indiana, as limiting the earlier provision
stating that Angie's List members agree to the exclusive
jurisdiction of those courts. Finally, the last sentence of
the clause references "any claim or cause of action
arising out [of] or related to [Angie's List
members'] use of [Angie's List] Service or [the
membership] Agreement" and purports to impose a one-year
limitations period on such claims. Based on the entirety of
the clause, we simply cannot agree with the Castleberrys that
the clause unambiguously means that Angie's List can
force its members to litigate in the courts of Marion County,
Indiana, only those claims brought against members by
Angie's List in those courts. To the contrary, we agree
with Angie's List that the plain meaning of the language
used makes the clause applicable to actions filed against
Angie's List by Angie's List members.[1]
Ex
parte CTB, Inc., 782 So.2d 188 (Ala. 2000), upon which
the Castleberrys rely, is distinguishable. In that case, this
Court determined that a contractual provision with language
that was similar, but not identical, to the language at issue
in the present case was not an outbound forum-selection
clause. The provision in CTB stated:
"'Governing Law. This Contract will be construed and
enforced under the laws of the State of Indiana (but not
giving effect to any conflict of laws provisions), and [the
plaintiff] consents to jurisdiction and venue in the ...