Vankineni v. Santa Rosa Beach Development Corp. II

8 Citing cases

  1. Bank of N.Y. Mellon v. Jefferson Cnty. (In re Jefferson Cnty.)

    474 B.R. 725 (Bankr. N.D. Ala. 2012)   Cited 4 times   1 Legal Analyses

    In doing such an examination, a cardinal rule is that the contract needs to be viewed as a whole. Vankineni v. Santa Rosa Beach Dev. Corp. II, 57 So.3d 760, 763 (Ala.2010). Another is that the course of performance by the parties to a contract may be used to construe a contract.

  2. Ex Parte Textron, Inc.

    67 So. 3d 61 (Ala. 2011)   Cited 16 times
    Concluding that despite the financing agreement's Rhode Island forum selection and governing law clauses, "[b]ecause the property . . . sought to repossess[ed] was in Alabama, any action for repossession of that property lay in Alabama where the property could be found."

    Because Ryan Creek Acquisitions, Alabama Boating, and Logan Martin are the only parties to the agreements sought to be rescinded, we restrict our examination of this contention to those parties. In support of their argument they cite Vankineni v. Santa Rosa Beach Development Corp. II, 57 So.3d 760 (Ala. 2010), in which the forum-selection clause expressly stated that it applied to "'any action to enforce a provision' of the contract." 57 So.3d at 762.

  3. Catlin Syndicated Ltd. v. Ramuji, LLC

    4:16-cv-01331-ACA (N.D. Ala. Jan. 28, 2020)

    As the Alabama Supreme Court has said, "[t]o rescind a contract is not merely to terminate it, but to abrogate and undo it from the beginning; that is, . . . to annul the contract and restore the parties to the relative positions which they would have occupied if no such contract had ever been made." Nat'l Supply Co. v. S. Creamery Co., 140 So. 590, 592 (1932) (quotation marks omitted); see also Vankineni v. Santa Rosa Beach Dev. Corp. II, 57 So. 3d 760, 763 (Ala. 2010) ("[T]he effect of rescission is to extinguish the contract.") (quotation marks omitted); Clark v. Wilson, 380 So. 2d 810, 812 (Ala. 1980) ("When [rescission] occurs the proper remedy is to restore all parties to the status quo ante . . . ."). Thus, if the policy was subject to rescission, it is "abrogate[d] and undo[ne]."

  4. Geovera Specialty Insurance Co. v. Small

    CIVIL ACTION NO. 1:10-00641-KD-N (S.D. Ala. Jul. 11, 2011)   Cited 1 times

    "The word `enforce' means `to give force or effect to or to compel obedience to.' Thus, the enforcement of a contract is the opposite of the rescission of a contract, because `the effect of rescission is to extinguish the contract.'" Vankineni v. Santa Rosa Beach Dev. Corp. II, 57 So. 3d 760, 762-63 (Ala. 2010) (internal citation omitted, quotations modified). GeoVera makes no allegations in its Amended Complaint which indicate it seeks to extinguish the Policy.

  5. Bank of N.Y. Mellon v. Jefferson Cnty. (In re Jefferson Cnty.)

    503 B.R. 849 (Bankr. N.D. Ala. 2013)   Cited 1 times
    Applying Alabama law

    In re Jefferson County, Ala., 482 B.R. 404, 419–422 (Bankr.N.D.Ala.2012); Vankineni v. Santa Rosa Beach Dev. Corp. II, 57 So.3d 760, 763 (Ala.2010). Added to this are those that call for a court to give effect to the intentions of the parties by, among other things, (1) taking into account the practical construction put on the language of the agreement by the parties, see, e.g., Noell v. Am. Design, Inc. Profit Sharing Plan, 764 F.2d 827, 832 (11th Cir.1985) (quoting City of Montgomery v. Maull, 344 So.2d 492, 495 (Ala.1977)); Ohio Cas. Ins. Co. v. Holcim (US), Inc., et al., 744 F.Supp.2d 1251, 1259 (S.D.Ala.2010); Extermitech, 951 So.2d at 694; (2) giving words their ordinary meaning, see, e.g., BellSouth Telecommunications, Inc. v. ITC Deltacom Communications, Inc., et al., 62 F.Supp.2d 1302, 1311 (M.D.Ala.1999); American Farm Bureau Fed'n v. Alabama Farmers Fed'n., 935 F.Supp. 1533, 1544 (M.D.Ala.1996), aff'd.

  6. Bank of N.Y. Mellon v. Jefferson Cnty. (In re Jefferson Cnty.)

    Case No.: 11-05736-TBB (Bankr. N.D. Ala. Jun. 27, 2013)

    One is that an agreement is to be viewed as a whole. In re Jefferson County, Ala., 482 B.R. 404, 419-422 (Bankr. N.D. Ala. 2012); Vankineni v. Santa Rosa Beach Dev. Corp. II, 57 So.3d 760, 763 (Ala. 2010). Added to this are those that call for a court to give effect to the intentions of the parties by, among other things, (1) taking into account the practical construction put on the language of the agreement by the parties, see, e.g., Noell v. Am. Design, Inc. Profit Sharing Plan, 764 F.2d 827, 832 (11th Cir. 1985) (quoting City of Montgomery v. Maull, 344 So.2d 492, 495 (Ala. 1977)); Ohio Cas. Ins. Co. v. Holcim (US), Inc., et al., 744 F. Supp. 2d 1251, 1259 (S.D. Ala. 2010); Extermitech, 951 So.2d at 694; (2) giving words their ordinary meaning, see, e.g., BellSouth Telecommunications, Inc. v. ITC Deltacom Communications, Inc., et al., 62 F. Supp. 2d 102, 1311 (M.D. Ala. 1999); American Farm Bureau Fed'n v. Alabama Farmers Fed'n., 935 F. Supp. 1533, 1544 (M.D. Ala. 1996), aff'd., 121 F.3d 723 (11th Cir. 1997); and (3) considering the surrounding circumstances, see, e.g., Ohio Cas. Ins., at 1263; McCollough v. Regions Bank, 955 So.2d 405, 410 (Ala. 2006).

  7. Barko Hydraulics, LLC v. Shepherd

    167 So. 3d 304 (Ala. 2014)   Cited 9 times
    In Barko Hydraulics, the manufacturer warranted its product, a knuckle boom loader used in logging, to be free from defects in "material or workmanship."

    .3d at 310 n. 2 (quoting in turn Ronald A. Anderson, Anderson on the Uniform Commercial Code § 2–313:217 (3d ed.1995) ), but fails to recognize that that admonition was made in the context of a warranty broadly warranting a product from any failure—not just a failure caused by a defect in material or workmanship. Moreover, the main opinion inexplicably fails to give any effect to the subsequent sentence in Ex parte Miller providing that “[i]f a company ... wishes to warrant only defects in material and workmanship, then it may do so,” and, in fact, the main opinion effectively holds the exact opposite—a company cannot warrant only defects in material and workmanship and, if a company clearly and unambiguously does so, this Court is providing notice in this opinion that it will nevertheless rewrite the warranty to generally protect against any failure. This of course is contrary to our long-standing precedent that we will enforce contracts as they are written and will not rewrite them. Vankineni v. Santa Rosa Beach Dev. Corp. II, 57 So.3d 760, 762 (Ala.2010).Moreover, with regard to the global statement in the main opinion that “[w]e conclude that the identification of an existing defect is not essential to recovery upon an express warranty,” 167 So.3d at 310, I would note that the terms of an express warranty should dictate what evidence is required to prove a breach of that warranty, not an all embracing rule pronounced by this Court.

  8. Culinary Ventures, Ltd. v. Microsoft Corp.

    527 P.3d 122 (Wash. Ct. App. 2023)   Cited 2 times

    Cases cited by Microsoft are similarly all from other jurisdictions and also factually distinct.See Melnik v. AAS-DMP Mgmt. L/P, 1998 WL 1748751 at *2 (W.D. Wash. Sept. 1, 1998) (personal injury action by crew member injured on a fishing vessel was not "[a]ny action to enforce the provisions of this crew [employment] contract"); Vankineni v. Santa Rosa Beach Dev. Corp. II, 57 So.3d 760, 762-63 (Ala. 2010) (forum selection clause stating "any action to enforce" a provision in the agreement did not apply to claims of alleged securities act violations and rescission; "enforcement of a contract is the opposite of" rescission); Muzek v. Eagle Mfg. of N. Am., Inc., 2018 WL 5499675, at *2 (E.D. Ky. Oct. 29, 2018) (facts in complaint related to claims of fraudulent inducement to enter agreement were entirely unrelated to stock purchase agreements’ terms and enforceability); Jacobson v. Mailboxes Etc. USA, Inc., 419 Mass. 572, 646 N.E.2d 741, 745 (1995) (forum selection clause by its terms related only to "actions enforcing this agreement," not to actions based on unlawful conduct that induced a franchisee to sign the agreement).