Opinion
1200128
05-21-2021
EX PARTE TITLEMAX OF GEORGIA, INC., and TMX Finance LLC (In re: Phallon Billingsley v. TitleMax of Alabama, Inc., et al.)
D. Keith Andress and Jade E. Sipes of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., Birmingham, for petitioners. Jonathan Mann and Austin Whitten of Pittman, Dutton & Hellums, P.C., Birmingham, for respondent.
D. Keith Andress and Jade E. Sipes of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., Birmingham, for petitioners.
Jonathan Mann and Austin Whitten of Pittman, Dutton & Hellums, P.C., Birmingham, for respondent.
BOLIN, Justice.
TitleMax of Georgia, Inc., and its parent company, TMX Finance LLC ("TMX"), petition this Court for a writ of mandamus directing the Talladega Circuit Court to vacate its order denying their motion to dismiss them as parties to the underlying action commenced against them and others by Phallon Billingsley and to enter an order dismissing them from the action based on the trial court's lack of personal jurisdiction over them.
Facts and Procedural History
This case involves the repossession of a 2005 Range Rover automobile. In December 2014, the individual who owned the vehicle at that time allegedly entered into a "pawn ticket" agreement with TitleMax of Georgia pursuant to which the owner borrowed money from TitleMax of Georgia and provided TitleMax of Georgia a security interest in the vehicle. On January 16, 2016, Billingsley, an Alabama resident, purchased the vehicle from a dealer in Georgia, with financing from Coosa Pines Federal Credit Union ("Coosa Credit"), and received a certificate of good title. After a "perceived" default on the "pawn ticket" agreement by the person who had owned the vehicle in December 2014, TitleMax of Georgia authorized a vehicle-repossession company to take possession of the vehicle when it was located in Virginia on June 21, 2019. TitleMax of Georgia asked Insurance Auto Auctions Corp. ("IAA") to sell the vehicle.
At the time of repossession, the vehicle had a valid Alabama license tag. On June 21, 2019, IAA received the vehicle. IAA subsequently listed the vehicle for sale on its Web site, identifying TMX as the owner of the vehicle. On July 1, 2019, TitleMax of Georgia received notice from Coosa Credit that Billingsley was the owner of the vehicle. On July 8, 2019, Coosa Credit received a letter from TitleMax of Georgia notifying it that TitleMax of Georgia would withhold selling the vehicle pending further investigation. That letter was signed by a paralegal employed by TMX.
From July 1, 2019, to September 6, 2019, TMX, on behalf of TitleMax of Georgia, communicated with Coosa Credit regarding the vehicle. On November 1, 2019, the paralegal employed by TMX contacted Attention to Detail Transportation, LLC, about transporting the vehicle from Yorktown, Virginia, to Sylacauga, Alabama, so that the vehicle could be returned to Billingsley. On November 21, 2019, TitleMax of Georgia, through TMX's paralegal, authorized IAA to release the vehicle to Attention to Detail for transport to Alabama. On November 25, 2019, Attention to Detail sent TMX a bill for $1,600 for transporting the vehicle. When Billingsley received the vehicle, it was damaged and inoperable. It is unclear when the damage to the vehicle occurred.
On November 27, 2019, Billingsley sued TitleMax of Alabama, Inc., IAA, Coosa Credit, and other fictitiously named defendants. She asserted claims of conversion, negligence, and wantonness against IAA and TitleMax of Alabama and a claim of negligence against Coosa Credit. TitleMax of Alabama filed a motion to dismiss, which the trial court granted on March 2, 2020. Billingsley filed an amended complaint on March 18, 2020, adding TitleMax of Georgia as a defendant and substituting TitleMax of Georgia as the party against whom the claims originally asserted against TitleMax of Alabama were being asserted. On April 24, 2020, TitleMax of Georgia filed a motion to dismiss for lack of personal jurisdiction, pursuant to Rule 12(b)(2), Ala. R. Civ. P. On August 14, 2020, Billingsley filed a second amended complaint and substituted TMX for one of the fictitiously named defendants.
On September 23, 2020, TitleMax and TMX filed a joint Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, arguing that neither TitleMax of Georgia nor TMX reside in Alabama and that neither entity has a presence in Alabama. They further argued that none of the alleged events giving rise to the claims against them occurred in Alabama. In support of their motion, TitleMax of Georgia and TMX attached two affidavits from a TMX employee.
Specifically, TitleMax of Georgia and TMX argued that the trial court should dismiss them as parties to the action for lack of personal jurisdiction because they (1) were not incorporated in Alabama and did not have their principal places of business in Alabama; (2) have never maintained a registered agent for service of process in Alabama; (3) have never owned any real estate, personal property, or other assets in Alabama; (4) have never maintained any telephone, computer or server, or any other electronic equipment in Alabama; (5) have never had a bank account in Alabama; (6) have never borrowed any money (or applied to borrow any money) from a bank in Alabama; (7) have never paid any taxes in Alabama; and (8) have never purchased television or radio advertisements in Alabama to market themselves to Alabama residents. Consequently, TitleMax of Georgia and TMX argued that they did not have continuous and systematic contacts with Alabama so as to support general personal jurisdiction over them.
TitleMax of Georgia and TMX further argued that the trial court lacked specific personal jurisdiction over them because neither TitleMax of Georgia nor TMX did business in Alabama. TMX is a holding company that does not engage in the business of consumer lending or repossession, in Alabama or elsewhere. They further argued that neither IAA nor Attention to Detail were their agents and that they did not reserve the right to control the manner in which IAA or Attention to Detail transacted business.
On October 7, 2020, Billingsley filed a response to TitleMax of Georgia and TMX's joint motion to dismiss, arguing that the trial court had general personal jurisdiction over TMX. She argued that TMX offers title and personal loans through its subsidiaries operating under the trade names TitleMax, TitleBucks, and InstaLoan and that TMX controls the Web site www.titlemax.com, which advertises title-loan and title-pawn services and employment opportunities in Alabama. Billingsley also argued that TMX had been sued for its corporate conduct in Alabama. She attached a copy of a 2016 consent order issued by the federal Consumer Financial Protection Bureau regarding TMX, which arose from complaints that TMX, while operating under the trade names TitleMax, Title Bucks, and InstaLoan, allegedly engaged in abusive sales practices in Alabama, Georgia, and Tennessee. Billingsley further relied on a workers’ compensation case pending in the Etowah Circuit Court in which TMX was a defendant, had not contested personal jurisdiction, and was participating in discovery. Billingsley specifically argued that TMX "should not feign surprise when it is hauled into court in one of the 17 states where its agents and subsidiaries operate storefronts, like Alabama, for its alleged misdeeds, when TMX ... directs, supervises, and controls subsidiaries, employees and agents in these states and derives substantial benefits" therefrom.
Billingsley also argued that the trial court had specific personal jurisdiction over TitleMax of Georgia and TMX because, she asserted, an agency relationship existed between those defendants and IAA and Attention to Detail. She argued that TitleMax of Georgia and TMX (1) controlled IAA and directed IAA not to sell the vehicle but to continue wrongfully possessing the vehicle, (2) directed and instructed IAA to release the vehicle to Attention to Detail, and (3) directed Attention to Detail to transport the vehicle to Alabama.
On October 19, 2020, the trial court denied TitleMax of Georgia and TMX's joint motion to dismiss. They now seek mandamus review of that decision.
Standard of Review
" ‘[A] petition for a writ of mandamus is the proper device by which to challenge the denial of a motion to dismiss for lack of in personam jurisdiction. See Ex parte McInnis, 820 So. 2d 795 (Ala. 2001) ; Ex parte Paul Maclean Land Servs., Inc., 613 So. 2d 1284, 1286 (Ala. 1993).
" ‘An appellate court considers de novo a trial court's judgment on a party's motion to dismiss for lack of personal jurisdiction.’ " Ex parte Lagrone, 839 So. 2d 620, 623 (Ala. 2002) (quoting Elliott v. Van Kleef, 830 So. 2d 726, 729 (Ala. 2002) ). Moreover, "[t]he plaintiff bears the burden of proving the court's personal jurisdiction over the defendant." Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 50 (1st Cir. 2002).’
" Ex parte Dill, Dill, Carr, Stonbraker & Hutchings, P.C., 866 So. 2d 519, 525 (Ala. 2003).
" ‘ "In considering a Rule 12(b)(2), Ala. R. Civ. P., motion to dismiss for want of personal jurisdiction, a court must consider as true the allegations of the plaintiff's complaint not controverted by the defendant's affidavits, Robinson v. Giarmarco & Bill, P.C., 74 F.3d 253 (11th Cir. 1996), and Cable/Home Communication Corp. v. Network Productions, Inc., 902 F.2d 829 (11th Cir. 1990), and ‘where the plaintiff's complaint and the defendant's affidavits conflict, the ... court must construe all reasonable inferences in favor of the plaintiff.’ Robinson, 74 F.3d at 255 (quoting Madara v. Hall, 916 F.2d 1510, 1514 (11th Cir. 1990) )." ’
" Wenger Tree Serv. v. Royal Truck & Equip., Inc., 853 So. 2d 888, 894 (Ala. 2002) (quoting Ex parte McInnis, 820 So. 2d 795, 798 (Ala. 2001) ). However, if the defendant makes a prima facie evidentiary showing that the Court has no personal jurisdiction, ‘the plaintiff is then required to substantiate the jurisdictional allegations in the complaint by affidavits or other competent proof, and he may not merely reiterate the factual allegations in the complaint.’ Mercantile Capital, LP v. Federal Transtel, Inc., 193 F. Supp. 2d 1243, 1247 (N.D. Ala. 2002) (citing Future Tech. Today, Inc. v. OSF Healthcare Sys., 218 F.3d 1247, 1249 (11th Cir. 2000) ). See also Hansen v. Neumueller GmbH, 163 F.R.D. 471, 474-75 (D. Del. 1995) (‘When a defendant files a motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(2), and supports that motion with affidavits, plaintiff is required to controvert those affidavits with his own affidavits or other competent evidence in order to survive the motion.’) (citing Time Share Vacation Club v. Atlantic Resorts, Ltd., 735 F.2d 61, 63 (3d Cir. 1984) )."
Ex parte Covington Pike Dodge, Inc., 904 So. 2d 226, 229-30 (Ala. 2004).
Discussion
It is well settled that a nonresident defendant's physical presence in Alabama is not a prerequisite to obtaining personal jurisdiction over the nonresident defendant. In Ex parte McNeese Title, LLC, 82 So. 3d 670, 673 (Ala. 2011), this Court stated:
"Jurisdiction over out-of-state defendants is acquired pursuant to Rule 4.2(b), Ala. R. Civ. P., which provides, in pertinent part:
" ‘An appropriate basis exists for service of process outside of this state upon a person or entity in any action in this state when the person or entity has such contacts with this state that the prosecution of the action against the person or entity in this state is not inconsistent with the constitution of this state or the Constitution of the United States....’
"In other words, ‘[t]his rule extends the personal jurisdiction of Alabama courts to the limit of due process under the United States and Alabama Constitutions.’
Hiller Invs., Inc. v. Insultech Group, Inc., 957 So. 2d 1111, 1115 (Ala. 2006). Under this rule, the exercise of jurisdiction is appropriate so long as the out-of-state defendant has ‘ "some minimum contacts with this state [so that] ... it is fair and reasonable to require the person to come to this state to defend an action." ’ Dillon Equities v. Palmer & Cay, Inc., 501 So. 2d 459, 461 (Ala. 1986) (quoting former Rule 4.2(a)(2)(I), Ala. R. Civ. P.)."
Because Rule 4.2(b), Ala. R. Civ. P., extends the personal jurisdiction of Alabama courts to the limits of due process, we must determine whether the trial court's exercise of personal jurisdiction over TitleMax of Georgia and/or TMX comports with due process. Recently, in Ex parte Bradshaw, 328 So. 3d 236, 240-41 (Ala. 2020), this Court set out the analysis to be used in determining whether the exercise of personal jurisdiction over a nonresident defendant satisfies the requirements of due process.
" ‘The sufficiency of a party's contacts are assessed as follows:
" ‘ " ‘Two types of contacts can form a basis for personal jurisdiction: general contacts and specific contacts. General contacts, which give rise to general personal jurisdiction consist of the defendant's contacts with the forum state that are unrelated to the cause of action and that are both "continuous and systematic." Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 n.9, 415, 104 S.Ct. 1868, 80 L.Ed. 2d 404 (1984) ; [citations omitted]. Specific contacts, which give rise to specific jurisdiction, consist of the defendant's contacts with the forum state that are related to the cause of action. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472-75, 105 S. Ct. 2174, 85 L.Ed. 2d 528 (1985). Although the related contacts need not be continuous and systematic, they must rise to such a level as to cause the defendant to anticipate being haled into court in the forum state. Id.’
" ‘ " Ex parte Phase III Constr., Inc., 723 So. 2d 1263, 1266 (Ala. 1998) (Lyons, J., concurring in the result)....
" ‘ "In the case of either general in personam jurisdiction or specific in personam jurisdiction, ‘[t]he "substantial connection" between the defendant and the forum state necessary for a finding of minimum contacts must come about by an action of the defendant purposefully directed toward the forum State.’ Asahi Metal Indus. Co. v. Superior Court of California, 480 U.S. 102, 112, 107 S. Ct. 1026, 94 L.Ed. 2d 92 (1987). This purposeful-availment requirement assures that a defendant will not be haled into a jurisdiction as a result of the ‘ "unilateral activity of another person or a third person." ’ Burger King, 471 U.S. at 475, 105 S. Ct. 2174, quoting Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 417, 104 S. Ct. 1868, 80 L.Ed. 2d 404 (1984)."
" ‘In Burger King the United States Supreme Court explained:
" ‘ "[I]t is essential in each case that there be some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.
" ‘ "This purposeful availment requirement ensures that a defendant will not be haled into a jurisdiction solely as a result of random, fortuitous,
or attenuated contacts, or of the unilateral activity of another party or a third person. Jurisdiction is proper, however, where the contacts proximately result from actions by the defendant himself that create a substantial connection with the forum State. Thus where the defendant deliberately has engaged in significant activities within a State, or has created continuing obligations between himself and residents of the forum, he manifestly has availed himself of the privilege of conducting business there, and because his activities are shielded by the benefits and protections of the forum's laws it is presumptively not unreasonable to require him to submit to the burdens of litigation in that forum as well."
" ‘ 471 U.S. at 475-76, 105 S. Ct. 2174 (internal quotations and citations omitted).’
" Ex parte Georgia Farm Bureau Mut. Auto. Ins. Co., 889 So. 2d 545, 550-51 (Ala. 2004).
"Further,
" ‘ "If there are substantial contacts with the state, for example a substantial and continuing business, and if the cause of action arises out of the business done in the state, jurisdiction will be sustained. If there are substantial contacts with the state, but the cause of action does not arise out of these contacts, jurisdiction may be sustained. But if there is a minimum of contacts, and the cause of action arises out of the contacts, it will normally be fair and reasonable to sustain jurisdiction. If there is a minimum of contacts and the cause of action does not arise out of the contacts, there will normally be no basis of jurisdiction, since it is difficult to establish the factors necessary to meet the fair and reasonable test." ’
" View-All, Inc. v. United Parcel Serv., 435 So. 2d 1198, 1201 (Ala. 1983) (quoting 2 J. Moore, Federal Practice, ¶ 4.25, pp. 4-258 through 4-267 (2d ed. 1982) (emphasis added))."
I. General Personal Jurisdiction
With the above-cited caselaw regarding personal jurisdiction in mind, we begin our analysis by examining whether TMX had "continuous and systematic contacts" with Alabama sufficient to support the exercise of general personal jurisdiction over it. Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 n.9, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984). Before the trial court, Billingsley argued that, because TMX controlled the Web site where its subsidiary, TitleMax of Alabama, offered services and employment in Alabama, TMX had continuous and systematic contacts with Alabama even though the operation of that Web site did not give rise to Billingsley's claims against TMX.
In response to TitleMax of Georgia and TMX's joint motion to dismiss, Billingsley did not argue that the trial court had general personal jurisdiction over TitleMax of Georgia.
"Doing business through a wholly owned subsidiary does not, in and of itself, constitute doing business by the parent corporation. Cf. Ex parte Baker, 432 So. 2d 1281 (Ala. 1983) (comparing activities in Alabama of parent and subsidiary corporations for purposes of determining venue); see also Thompson v. Taracorp, Inc., 684 So. 2d 152, 158 (Ala. Civ. App. 1996) (concluding that trial court was correct in finding that acts of subsidiary corporation in Alabama were insufficient to impose personal jurisdiction over parent corporation)."
Ex parte Unitrin, Inc., 920 So. 2d 557, 561 (Ala. 2005). We cannot equate TMX's control of the Web site that its subsidiary, TitleMax of Alabama, used in its business operations with TMX's control of TitleMax of Alabama for the purpose of determining whether the trial court had general personal jurisdiction over TMX. The evidence before the trial court did not show that TMX controlled the internal business operations and decision-making of TitleMax of Alabama such that TitleMax of Alabama's operations in Alabama should be imputed to TMX for the purpose of determining whether the trial court had general personal jurisdiction over TMX. Cf. Portera v. Winn Dixie of Montgomery, Inc., 996 F. Supp. 1418 (M.D. Ala. 1998) (applying Alabama's long-arm rule and holding that a foreign corporation did not have sufficient contacts with Alabama to allow the court to exercise general personal jurisdiction over the foreign corporation in an action arising out of an employment dispute between the plaintiff and the foreign corporation's Alabama subsidiary even though the foreign corporation owned the subsidiary, employed plaintiff, who was also employed by the subsidiary, and furnished general personnel guidelines to the subsidiary).
Billingsley also relied on a consent order issued by the federal Consumer Financial Protection Bureau and TMX's participation in a workers’ compensation case pending in the Etowah Circuit Court as evidence of TMX's contacts with Alabama. The consent order was based on allegations of abusive sales practices conducted in Alabama, Georgia, and Tennessee, and, pursuant to the consent order, TMX, without admitting wrongdoing, agreed to operate under certain conditions set out by the Consumer Financial Protection Bureau. Although TMX agreed to the federal agency's conditions regarding future operations in Alabama, the consent order applied not only to TMX, but also to "its TitleMax, TitleBucks, and InstaLoan operating subsidiaries, parents, and their respective successors and assigns." The consent order does not prove that TMX conducted the allegedly abusive sales practices in Alabama and, thus, does not support a finding that TMX has sufficient contacts with Alabama to subject it to general personal jurisdiction in this State.
In the workers’ compensation action pending in the Etowah Circuit Court, TMX is a defendant but did not challenge the court's personal jurisdiction over it; however, TMX did not avail itself of Alabama courts as a plaintiff. Cf., e.g., International Transactions, Ltd. v. Embotelladora Agral Regionmontana S.A. de C.V., 277 F. Supp. 2d 654, 668 (N.D. Tex. 2002) ("Under Texas law, ‘[v]oluntarily filing a lawsuit in a jurisdiction is a purposeful availment of the jurisdiction's facilities and can subject a party to personal jurisdiction in another lawsuit when the lawsuits arise from the same general transaction.’ Primera Vista S.P.R. de R.L. v. Banca Serfin, S.A. Institucion de Banca Multiple Grupo Financiero Serfin, 974 S.W.2d 918, 926 (Tex.App. -- El Paso 1998, no pet.) (citing General Contracting & Trading Co. v. Interpole, 940 F.2d 20, 22 (1st Cir.1991) ).").
It may be that Billingsley's argument regarding TMX's participation in the case pending in the Etowah Circuit Court is based on principles of judicial estoppel. However, the principles of judicial estoppel do not apply to bar TMX from challenging an Alabama court's jurisdiction over it, even though TMX apparently waived any challenge to personal jurisdiction in the Etowah Circuit Court case. Judicial estoppel applies to preclude a party from assuming a position in a legal proceeding that is clearly inconsistent with a position that party has previously asserted in a separate legal proceeding, such that judicial acceptance of the inconsistent position in the later proceeding would create the perception that either the first or the second court has been misled. Ex parte First Alabama Bank, 883 So. 2d 1236 (Ala. 2003). We cannot say that TMX's waiving a challenge to personal jurisdiction in the Etowah Circuit Court case is inconsistent with its position in this case when the circumstances out of which the Etowah Circuit Court case arose are indisputably distinct from those that form the basis of this action.
TMX's general contacts with Alabama, which are unrelated to the claims against TMX, are insufficient to give the trial court in this case general personal jurisdiction over TMX.
II. Specific Personal Jurisdiction
Billingsley next argued that the trial court had specific personal jurisdiction over TitleMax of Georgia and TMX because, Billingsley asserted, TitleMax of Georgia and TMX purposefully availed themselves of the privilege of conducting activities in Alabama through their agents, IAA and Attention to Detail. The United States Supreme Court, in Daimler AG v. Bauman, 571 U.S. 117, 135 n.13, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014), explained:
"Agency relationships, we have recognized, may be relevant to the existence of specific jurisdiction. ‘[T]he corporate personality,’ International Shoe Co. v. Washington, 326 U.S. 310 [66 S.Ct. 154, 90 L.Ed. 95] (1945), observed, ‘is a fiction, although a fiction intended to be acted upon as though it were a fact.’ Id., at 316. See generally 1 W. Fletcher, Cyclopedia of the Law of Corporations § 30, p. 30 (Supp. 2012-2013 ) (‘A corporation is a distinct legal entity that can act only through its agents.’). As such, a corporation can purposefully avail itself of a forum by directing its agents or distributors to take action there. See, e.g., Asahi [Metal Indus. Co. v. Superior Court of California, Solano Cnty.], 480 U.S. [102], at 112 [(1987)] (opinion of O'Connor, J.) (defendant's act of ‘marketing [a] product through a distributor who has agreed to serve as the sales agent in the forum State’ may amount to purposeful availment); International Shoe, 326 U.S., at 318 (‘the commission of some single or occasional acts of the corporate agent in a state’ may sometimes ‘be deemed sufficient to render the corporation liable to suit’ on related claims). See also Brief for Petitioner 24 (acknowledging that ‘an agency relationship may be sufficient in some circumstances to give rise to specific jurisdiction’)."
This Court has discussed the concept of agency in an action concerning whether a trial court had specific personal jurisdiction over the alleged principal:
" ‘ " ‘The test for agency is whether the alleged principal has retained a right of control over the actions of the alleged agent.’ " Ex parte Wild Wild West Social Club, Inc., 806 So. 2d 1235, 1241 (Ala. 2001) (quoting Gist v. Vulcan Oil Co., 640 So. 2d 940, 942 (Ala. 1994) ).... The party asserting the existence of an agency relationship has the burden of presenting sufficient evidence to prove the existence of that relationship. See Ex parte Wild Wild West Social Club, 806 So. 2d at 1242 (citing Mardis v. Ford Motor Credit Co., 642 So. 2d 701, 704 (Ala. 1994) ). Agency may not be presumed. Ex parte Wild Wild West Social Club, 806 So. 2d at 1242 (citing Carlton v. Alabama Dairy Queen, Inc., 529 So. 2d 921 (Ala. 1988) ). The plaintiff must present substantial evidence of an agency relationship. Id.’
" Dickinson v. City of Huntsville, 822 So. 2d 411, 416 (Ala. 2001)."
Worthy v. Cyberworks Techs., Inc., 835 So. 2d 972, 980 (Ala. 2002) (holding a telemarketing company did not have a right of control over a Web-site-design company that had contracted with the telemarketing company to build the Web site, and, thus, that the Website-design company and its president were not agents of the telemarketing company for purposes of determining whether the trial court had specific personal jurisdiction over the telemarketing company in consumers’ fraud action against the telemarketing company).
In this case, there is no evidence to support a finding that an agency relationship exists between either TitleMax of Georgia or TMX and IAA or Attention to Detail. There is no evidence suggesting that either TitleMax of Georgia or TMX controlled the means or methods of IAA's storage of the vehicle or Attention to Detail's transportation of the vehicle. Instead, it appears that IAA and Attention to Detail are independent contractors. See Ex parte Edgetech I.G., Inc., 159 So. 3d 629 (Ala. 2014) (holding that independent sales contractor was not employed by manufacturer and, thus, that manufacturer's contacts with Alabama were insufficient to support specific personal jurisdiction over manufacturer).
While this case was pending, the United States Supreme Court decided Ford Motor Co. v. Montana Eighth Judicial District Court, 592 U.S. ––––, 141 S.Ct. 1017, 209 L.Ed.2d 225 (2021). Ford Motor concerned two cases against Ford arising out of automobile accidents in Montana and Minnesota that involved a certain model of vehicle manufactured by Ford. Ford did substantial business in both states, including advertising, selling, and servicing the model of the cars the suits claimed were defective, and did not dispute that it had purposefully availed itself of the privilege of conducting activities in both states. However, Ford contended that specific jurisdiction in those states was improper because the specific cars involved in the accidents had been purchased, manufactured, and designed out of state. Ford argued that, under Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco County, 582 U.S. ––––, 137 S.Ct. 1773, 198 L.Ed.2d 395 (2017), specific jurisdiction requires a "causal link" between the defendant's contacts with a forum and the plaintiff's claims, which was not present because the cars involved in the accidents were not designed, manufactured, or first sold in the states where the suits were brought. The Supreme Court rejected this argument, finding specific jurisdiction exists when a company "serves a market for a product in the forum State and the product malfunctions there." Ford Motor, 592 U.S. at ––––, 141 S.Ct. at 1027. The Supreme Court's most common formulation of the causal-connection rule demands that the suit " ‘arise out of or relate to the defendant's contacts with the forum.’ " Ford Motor, 592 U.S. at ––––, 141 S.Ct. at 1026 (quoting Bristol-Myers, 592 U.S. at ––––, 137 S.Ct. at 1780 ). The Court stated that the absence of finding specific jurisdiction without showing that a claim "arises out of" a defendant's contacts with a forum "does not mean anything goes" and that "the phrase ‘relate to’ incorporates real limits." Ford Motor, 592 U.S. at ––––, 141 S.Ct. at 1026. The present case is distinguishable from Ford Motor because Ford Motor did not involve the issue of agency.
Conclusion
For the above-stated reasons, we grant TitleMax of Georgia and TMX's mandamus petition and direct the Talladega Circuit Court to vacate its order denying TitleMax of Georgia and TMX's joint motion to dismiss and to enter an order granting the motion on the basis that the trial court lacks personal jurisdiction over TitleMax of Georgia and TMX.
PETITION GRANTED; WRIT ISSUED.
Parker, C.J., and Shaw, Wise, Bryan, Sellers, Mendheim, and Stewart, JJ., concur.
Mitchell, J., recuses himself.