WOODALL, Justice.
On June 3, 2008, Prasad Vankineni sued Santa Rosa Beach Development Corporation II ("Santa Rosa") in the Madison Circuit Court. On March 17, 2009, the trial court dismissed the case based upon an outbound forum-selection clause in a contract between Vankineni and Santa Rosa. Vankineni timely appealed to this Court. We reverse and remand.
Santa Rosa is the developer of a condominium community in Santa Rosa County, Florida. On January 5, 2005, Vankineni entered into a written contract to purchase a condominium unit in that community from Santa Rosa. The purchase contract provided, in pertinent part: "This contract shall be construed, applied, and enforced in accordance with the laws of the State of Florida. Any action to enforce a provision of this agreement shall be in the appropriate court located in Santa Rosa County, Florida." (Emphasis added.)
Vankineni's complaint contained three counts. The first count alleged that Santa Rosa had violated the Alabama Securities Act, § 8-6-1 et seq., Ala.Code 1975 ("the Act"). For the alleged violations of the Act, Vankineni sought to recover the consideration he had paid to Santa Rosa, plus interest, attorney fees, and court costs.
On December 12, 2008, Santa Rosa filed a motion to dismiss Vankineni's complaint, based, in pertinent part, upon the outbound forum-selection clause in the purchase contract. Santa Rosa argued that the "case [was] due to be dismissed for improper venue because the parties agreed that any dispute arising out of the contract [would] be brought in the appropriate court located in Santa Rosa County, Florida." In response, Vankineni argued, in relevant part, that the forum-selection clause did not apply because, according to him, he had not brought "an action to enforce" the purchase contract. The trial court granted Santa Rosa's motion, and Vankineni appealed.
We must determine whether the trial court exceeded its discretion in enforcing the forum-selection clause. "[T]he review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion." Ex parte D.M. White Constr. Co., 806 So.2d 370, 372 (Ala.2001).
The trial court stated in its order dismissing Vankineni's action that it was enforcing the outbound forum-selection clause because it had concluded that Vankineni had "not met his burden of showing that enforcement of the clause would be unfair, unreasonable or seriously inconvenient." It is true that this Court has "adopt[ed] the majority rule that a forum selection clause should be enforced so long as enforcing it is neither unfair nor unreasonable under the circumstances." Professional Ins. Corp. v. Sutherland, 700 So.2d 347, 351 (Ala.1997). However, the dispositive issue in this case is not whether the enforcement of the outbound forum-selection clause would be unfair, unreasonable, or seriously inconvenient; instead, the dispositive issue is whether Vankineni's action falls within the scope of the clause.
The outbound forum-selection clause in the purchase contract applies to "[a]ny action to enforce a provision" of the contract. (Emphasis added.) This contractual language is "plain and free from ambiguity"; therefore, "there is no room for construction, and it is the duty of the court to enforce it as written." Kinnon v. Universal Underwriters Ins. Co., 418 So.2d 887, 888 (Ala.1982); see also Ex parte Cintas Corp., 958 So.2d 330, 333 (Ala.2006). "`A court may not make a new contract for the parties or rewrite their contract under the guise of construing it.'" Turner v. West Ridge Apartments, Inc., 893 So.2d 332, 335 (Ala.2004) (quoting Ex parte Dan Tucker Auto Sales, Inc., 718 So.2d 33, 35-36 (Ala.1998)).
The word "enforce" means "[t]o give force or effect to [or] to compel obedience to." Black's Law Dictionary 569 (8th
Vankineni argues that his action does not fall within the scope of the outbound forum-selection clause, because, he says, he "does not seek enforcement of the contract, or any provision thereof." Vankineni's brief, at 33. We agree. Vankineni's claim under the Act seeks the "return [of] the consideration paid by him" and does not seek compensatory damages for any alleged breach of the contract. His other counts seek the rescission of the contract and a declaratory judgment "[f]inding that the contract is invalid and unenforceable." (Emphasis added.) None of these claims involves the enforcement of any provision of the purchase contract.
Santa Rosa argues "that the forum-selection clause encompasses all of [Vankineni's] claims." Santa Rosa's brief, at 12. However, it does not explain how Vankineni may be considered to be seeking to enforce any provision of the purchase contract. Instead, Santa Rosa argues that "[t]he purchase agreement and its interpretation [are] central to each of the actions raised by [Vankineni and that] each of [his] claims flows from the existence of the contract." Santa Rosa's brief, at 13. However, in order to accept Santa Rosa's arguments, we would have to rewrite the forum-selection clause, under the guise of construing it, to extend its scope to actions arising under or relating to the purchase contract or the relationships created by it, and this we may not do.
For these reasons, we reverse the judgment of the trial court and remand the case for further proceedings consistent with this opinion.
REVERSED AND REMANDED.
LYONS, STUART, SMITH, BOLIN, PARKER, MURDOCK, and SHAW, JJ., concur.
COBB, C.J., dissents.
COBB, Chief Justice (dissenting).
I respectfully dissent. In my view, this is a close case. However, looking at the allegations of the complaint, as well as the claims asserted therein, I am not convinced that the trial court erred in determining that this is an action to enforce a provision or provisions of the purchase contract and that, therefore, the outbound forum-selection clause applied.
Generally speaking, when examining a contract, this Court looks to the substance of the document as a whole, giving the terms in the contract their ordinary, plain, and natural meaning unless a more narrow, technical definition is indicated.
Vankineni seeks to rescind the contract.
Further, in an express invocation of his contractual rights, in conjunction with his request for a declaratory judgment, Vankineni seeks not only a judgment as to the enforceability of the contract, but also "the Court's judgment as to the validity, legitimacy and enforceability of the Contract, and as to his rights and obligations, as well as those of the interested parties, with respect to the Contract." (Emphasis added.) When that count is fairly construed, it appears that Vankineni seeks a declaration of his contractual rights, including those available to him in the event that the purchase contract is rescinded or declared unenforceable. Moreover, in conjunction with his request for a declaratory judgment, Vankineni seeks an order "[a]warding Dr. Vankineni such other and further relief, at law or equity, to which he may be entitled." In the context of the allegations of the complaint, which include an allegation that the contract was not fulfilled by the date contemplated in the purchase contract, this, too, could reasonably be considered a request for any relief due Vankineni at law pursuant to the contract.
In addition, other relief requested in the complaint is available under the rights and obligations stated in the purchase contract as being available in the event of an action such as this one. Paragraph 16(a) of the purchase contract states: "If Buyer properly terminates the contract pursuant to its terms ... all deposits shall be returned to the Buyer with interest." The contract also states, in paragraph 38(f): "In the event of any litigation or arbitration concerning this transaction, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees, inclusive of Court costs and attorney's fees incurred in any appellate proceeding." In paragraph 34(b) of the complaint, in conjunction with his request for a declaratory judgment "as to [the] rights and obligations" of the parties "with respect to the contract," Vankineni seeks an order "[r]equiring Santa Rosa ... to return to Dr. Vankineni all consideration flowing to [it] by virtue of the Contract including, without limitation, the cash deposit paid by Dr. Vankineni in January of 2005." Similarly,
Finally, I note that a reversal should be based on arguments supported in law. See Rule 28, Ala. R.App. P. Vankineni's arguments for reversal are not compelling. As acknowledged on page 11 of Vankineni's brief, the contract states that it "shall be construed, applied, and enforced in accordance with the laws of the State of Florida." However, all Vankineni's arguments seek to apply Alabama rules of contract construction to the forum-selection clause, with no acknowledgment of Florida law.
In short, I am not convinced that Vankineni's claim for rescission or his request for a declaratory judgment can be resolved without resort to, and enforcement of, contractual provisions—not only those governing the date for completion and delivery of the condominium unit, but also those governing the right to rescind the contract, and the remedies specified in the purchase contract in the event of rescission by Vankineni on the ground that Santa Rosa failed to perform its contractual obligations. Therefore, I view Vankineni's complaint as falling within the confines of the outbound forum-selection clause.
I am not convinced that the trial court erred in determining that this is an action to enforce one or more provisions of the purchase contract, or that the trial court erred in enforcing the outbound forum-selection clause. Accordingly, I respectfully dissent.