Alabama Plating Technology, LLC v. Georgia Plating Technology, LLC, et al.; Georgia Plating Technology, LLC, et al. v. Alabama Plating Technology, LLC, [Ms. SC-2023-0250 and SC-2023-0271, June 21, 2024] __ So. 3d __ (Ala. 2024). The Court (SC-2023-0250 – Cook, J.; Parker, C.J., and Shaw, Bryan, and Mitchell, JJ., concur; Sellers, J., dissents, which Wise, Mendheim, and Stewart, JJ., join; SC-2023-0271 – Cook, J.; Parker, C.J., and Shaw, Wise, Bryan, Sellers, Mendheim, Stewart, and Mitchell, JJ., concur) affirms in part and reverses in part the Chambers Circuit Court’s judgment entered following a bench trial of a contractual dispute regarding an asset purchase agreement for a brake-plating plant between the sellers – Georgia Plating Technology, LLC (“GPT”), DVEST, LLC (“DVEST”), and Jin Kim – and the buyer – Alabama Plating Technology, LLC (“APT).
APT asserted indemnity rights against sellers in three categories: (1) environmental issues, (2) unpaid accounts payable, and (3) certain inoperable assets. APT set off its losses for which it asserted indemnity rights against the annual installment payments it had previously agreed to pay the sellers. The sellers filed suit and the trial court found for APT on its environmental-issues and unpaid-accounts-payable claims – but found for the sellers regarding APT’s inoperable-assets claim and also denied APT’s claim for attorney’s fees and legal expenses as the prevailing party. Ms. *3.
In reversing the trial court’s judgment rejecting APT’s inoperable assets claim notwithstanding the ore tenus presumption, the Court explains “ ‘ ‘[i]f a contract can be interpreted without going beyond the four corners of the document, the trial court’s resolution of the question of law is accorded no presumption of correctness, and this Court’s review is de novo.’ ’ Lafayette Land Acquisitions, ____ So. 3d at ____ (quoting Exxon Mobil Corp. v. Alabama Dep’t of Conservation & Nat. Res., 986 So. 2d 1093, 1101 (Ala. 2007)). When interpreting a contract, we look at the entire contract to discern the intent of the contracting parties and to enforce the contract as it is written.” Ms. *39. The Court holds “because the text of § 6.8(a) expressly prohibits the defensive application of a due-diligence inspection, the trial court’s conclusion that APT was not entitled to indemnification because APT ‘actually performed its due diligence inspection without presenting a finding of objectionable condition to [GPT] at the time [of] closing’ was incorrect.” Ms. *40.
In reversing the trial court’s decision that APT was not entitled to attorney’s fees and expenses, the Court looks to Black’s Law Dictionary defining a “prevailing party” as “‘[a] party in whose favor a judgment is rendered, regardless of the amount of damages awarded.’” Ms. *44, quoting Black’s Law Dictionary 1351 (11th ed. 2019). “APT is a ‘prevailing party’ as contemplated in § 14.8 of the APA.” Ms. *45.
The Court refuses to reach the merits of GPT’s cross-appeal argument that MAC’s [APT’s parent Mando America Corporation] alleged failure to comply with the terms of the Note required reversal of the relief afforded GPT. The Court explains that MAC is not a party to this appeal. MAC was not named as a party in APT’s notice of appeal or in GPT’s timely notice of cross-appeal. Under Rule 3(c), Ala. R. App. P., ‘[t]he notice of appeal shall specify all parties taking the appeal and each adverse party against whom the appeal is taken.’” Ms. *27, n. 5.