Southland Quality Homes, Inc. v. Williams
Southland Quality Homes, Inc. v. Williams
Opinion
Southland Quality Homes, Inc., a defendant in an action pending in the Barbour Circuit Court, appeals from the trial court's order purporting to grant a motion to stay litigation and compel arbitration, but ordering the parties to submit to a nonjury trial. We reverse and remand.
The plaintiffs, James Williams and his wife Linda, purchased a mobile home from Southland Quality Homes, Inc. (hereinafter "Southland"), a mobile-home dealership, on August 8, 1996. At the time of the purchase, James and Linda Williams each executed two documents. One of the documents is labeled "RETAIL INSTALLMENT CONTRACT, SECURITY AGREEMENT, WAIVER OF TRIAL BY JURY AND AGREEMENT TO ARBITRATION OR REFERENCE OR TRIAL BY JUDGE ALONE," and the other is styled "ARBITRATION AGREEMENT."
The "Retail Installment Contract" includes a page with the heading "ARBITRATION OF DISPUTES AND WAIVER OF JURY TRIAL." The provision at issue in this case is a paragraph from that page containing the following language:
"a. Dispute Resolution. Any controversy or claim between or among you and I [sic] or our assignees arising out of or relating to this contract or any agreements or instruments relating to or delivered in connection with this contract, including any claim based on or arising from an alleged tort, shall, if requested by either you or me, be determined by arbitration, reference, or trial by a judge as provided below. A controversy involving only a single claimant, or claimants who are related or asserting claims arising from a single transaction, shall be determined by arbitration as described below. Any other controversy shall be determined by judicial reference of the controversy to a referee appointed by the court or, if the court where the controversy is venued lacks the power to appoint a referee, by trial by a judge without a jury, as described below. YOU AND I AGREE AND UNDERSTAND THAT WE ARE GIVING UP THE RIGHT TO TRIAL BY JURY, AND THERE SHALL BE NO JURY WHETHER THE CONTROVERSY OR CLAIM IS DECIDED BY ARBITRATION, *Page 952 BY JUDICIAL REFERENCE, OR BY TRIAL BY A JUDGE."
(capitalization original; other emphasis added.)
The subsequent paragraph in the "Retail Installment Contract" states that any arbitration shall be conducted according to the Commercial Rules of the American Arbitration Association ("AAA"). The next paragraph explains how any dispute not covered by the arbitration clause shall be resolved by a court-appointed referee, or by a bench trial.
Both James and Linda Williams signed their names on the proper spaces provided on the agreement, under this statement, which appeared in bold print and capitalized letters: "CAUTION โ IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN IT." An agent of Southland signed on its behalf.
The Williamses sued Southland; Southern Energy Homes, Inc.;1 BankAmerica Housing Services;2 and various fictitiously named parties, alleging that the mobile home they purchased was defective. They specifically alleged that the defendants had breached the warranties of merchantability, fitness for a particular purpose, and habitability, as well as an express warranty; that they had committed fraud by misrepresenting the condition of the mobile home; that they had negligently or wantonly misrepresented the condition of the mobile home; and that they had negligently or wantonly misrepresented that they would repair claimed defects in the mobile home.
We first address the appropriate method for securing review of the order Southland complains of. This Court will entertain an appeal, as a matter of right, from an order denying a motion to compel arbitration.A.G. Edwards Sons, Inc. v. Clark,
The sole substantive issue before us is whether the trial court erred by denying Southland's motion to compel arbitration and ordering the parties to submit to a bench trial. This Court reviews de novo a trial court's order denying a motion to compel arbitration. Kenworth ofDothan, Inc. v. Bruner-Wells Trucking, Inc.,
Southland and the Williamses agree that a contract that substantially affects interstate commerce and that contains provisions for arbitration of disputes is subject to the Federal Arbitration Act ("FAA"),
"In determining whether the parties agreed to arbitrate a dispute, this Court applies general Alabama contract-law principles. See Quality Truck Auto Sales, Inc. v. Yassine,
730 So.2d 1164 ,1167-68 (Ala. 1999) (`This Court is required to compel arbitration if, under "ordinary state-law principles that govern the formation of contracts," the contract containing the arbitration clause is enforceable.') (quoting [Crown Pontiac, Inc. v. McCarrell,695 So.2d 615 ,617 (Ala. 1997)]. The FAA requires this Court, in applying Alabama contract law to questions of arbitrability, to resolve `any doubts concerning the scope of arbitrable issues . . . in favor of arbitration, whether the problem at hand is the construction of the contract language itself or an allegation of waiver, delay, or a like defense to arbitrability.' Moses H. Cone Memorial Hosp. v. Mercury Constr. Corp.,460 U.S. 1 ,24-25 ,103 S.Ct. 927 ,74 L.Ed.2d 765 (1983)."
We therefore look to principles of Alabama contract law to guide our determination. If a contract is unambiguous on its face, there is no room for construction and it must be enforced as written. See ThompsonTractor Co. v. Fair Contracting Co.,
In examining the text of the arbitration provision, we find no room for ambiguity. On its face, the document makes it clear that arbitration is the sole means of dispute resolution for "claimants who are related or asserting claims arising from a single transaction." James and Linda Williams are husband and wife; thus, they meet the "related" requirement. The contract also provides for a disjunctive choice. Because the sale of the mobile home, a single transaction, is the source of all the Williamses' claims, the agreement would bind them to arbitration even if they were *Page 954 not related. The trial court's order requiring a bench trial is a third alternative, but that alternative is to be employed only if arbitration is not required and a judicially appointed referee is not available. The language of the arbitration agreement precisely contemplates the present situation: multiple claimants who are related and who have claims arising from the sale of the mobile home. Because we find no ambiguity in the agreement, we conclude that the trial court erred by not enforcing it as it is written.3
We reverse the order denying arbitration and remand the case with instructions to compel arbitration as called for in the language of the contract between the parties.
REVERSED AND REMANDED WITH INSTRUCTIONS.
Hooper, C.J., and Maddox, Cook, and Johnstone, JJ., concur.
Reference
- Full Case Name
- Southland Quality Homes, Inc. v. James Williams and Linda Williams.
- Cited By
- 26 cases
- Status
- Published