Brickhouse Capital, LLC v. Coastal Cryo AL, LLC, and Andres L. Santa, [Ms. SC-2023-0159, Dec. 15, 2023] __ So. 3d __ (Ala. 2023). The Court (Cook, J.; Parker, C.J., and Wise, Sellers, and Stewart, JJ., concur) reverses the Baldwin County Circuit Court’s judgment entered on a jury verdict and renders judgment in favor of Brickhouse Capital, LLC dismissing Andres Santa’s and Coastal’s Cryo AL, LLC’s (“Coastal”) fraud-in-the-inducement claim.
In 2019, Santa purchased Coastal and subsequently contacted Brickhouse Capital regarding financing the acquisition of a “CryoFusion” device. Ms. **2-3. Brickhouse sent (1) a lease application for the device identifying Santa as the lessee, and (2) a lease proposal identifying Coastal as lessee and Brickhouse as lessor, both of which Santa signed. Id. at **3-4. Brickhouse then sent a third document titled “Lease Agreement” listing Pawnee Leasing Corp. as lessor, Coastal as lessee, and Santa as guarantor. Id. at *5. Santa signed this document electronically through DocuSign. Id.
Pawnee brought a breach-of-contract action against Coastal and Santa after Santa missed two monthly payments. Ms. *7. Coastal and Santa added Brickhouse as a third-party defendant, asserting claims including fraud in the inducement. Id. The trial court denied Brickhouse’s motion for judgment as a matter of law, and the jury returned a verdict against Brickhouse on the fraud-in-the-inducement claim. Id.
On de novo review, the Court reverses, holding that the fraud-in-the-inducement claim fails because “Santa’s reliance on any representation by Brickhouse was not reasonable as a matter of law” because he failed to read the lease and related documents all of which clearly contradicted the alleged misrepresentations. Ms. *23. The Court further held that “no special duty to disclose existed simply because this was an electronic transaction.” Id.
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