BUSINESS TORTS - EX PARTE B2K SYSTEMS, LLC

Ex parte B2K Systems, LLC, [Ms. 1130742, Sept. 12, 2014] __ So. 3d __ (Ala. 2014). This action involves a commercial dispute where the petitioners purchased the business owned by the respondent Nannette Smith, and, as part of the consideration, agreed to keep Smith as president and pay her a salary for five years. Petitioners discharged Smith. She brought an action in Jefferson County, to which the Defendants asserted that an alleged outbound forum-selection clause required the action to be brought in Michigan. The circuit court disagreed, holding that the clause was ambiguous and only rendered Michigan a proper forum, not the exclusive forum. The Supreme Court agreed and denied mandamus as to this issue. The circuit court issued an injunction prohibiting the petitioners from interfering with Smith's operation of the business. The Supreme Court treated the request for review of this portion of the order as a direct appeal and reversed, holding that Smith failed to prove that she would suffer irreparable injury. The company's chief asset was the source code for its software, and Smith argued that her potential loss of control over that intellectual property established the irreparable-injury requirement. However, the Court found no evidence that the software and source code are in any imminent danger. There was no evidence that the petitioners intended to damage or destroy the source code, but, to the contrary, all the parties shared a common interest in the success of the business. The alleged injuries could be redressed by money damages, so Smith showed no irreparable injury to support the preliminary injunction.