Forum Selection Clause Incorporated by Reference in Contract

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Ex parte Triad of Alabama, LLC, etc., [Ms. SC-2024-0673, Mar. 21, 2025] __ So. 3d __ (Ala. 2025). The Court (Wise, J.; Stewart, C.J., and Shaw, Bryan, Mitchell, Cook, and McCool, JJ., concur; Sellers, J., concurs in the result) issues a writ of mandamus directing the Houston Circuit Court to dismiss WRC’s claims against Triad of Alabama, LLC, (“Triad”), holding the terms of the contract at issues were unambiguous, demonstrating the intent of the parties to incorporate a forum-selection clause which rendered venue in Houston County improper.

CHSPSC, LLC (“CHS”), a Tennessee LLC with its principal place of business in Franklin, Tennessee, entered into a purchasing agreement and a linen and laundry services agreement with Wiregrass Rehabilitation Center, Inc. (“WRC”). The purchasing agreement incorporated a linen and laundry service agreement by reference as Attachment A. Ms. *3. WRC was the service provider per the purchasing agreement. Triad was an affiliate of CHS and a third-party beneficiary of the purchasing agreement. Ibid.

WRC sued CHS in Houston County for breach of contract and conversion and amended its complaint to add Triad as a defendant, alleging that the defendants willfully breached the linen-services agreement because Flowers Hospital failed to pay for linens not returned to WRC.

The Court explains if the terms of a contract are unambiguous, courts will enforce the contract as written. Ms. *12, citing Ex parte Dan Tucker Auto Sales, Inc., 718 So. 2d 33, 36 (Ala. 1998); Voyager Life Ins. Co. v. Whitson, 703 So. 2d 944, 948 (Ala. 1997). The Court holds the integration clause clearly incorporated into the contract any attachments to the purchasing agreement, including the clause requiring suit to be filed in Davidson County Tennessee. Ms. *14.

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