Ex parte Phillip H. Rivers, Steven Nobles, Todd Martin, Stan Roberts, Laurie Dungan, Macy Matthews-Smith, and Dylan Kemper PETITION FOR WRIT OF MANDAMUS (In re: Phillip H. Rivers, Steven Nobles, Todd Martin, Stan Roberts, Laurie Dungan, Macy Matthews-Smith, and Dylan Kemper v. Warren Averett, LLC, and Warren Averett Companies, LLC (Mobile Circuit Court: CV-25-900226).

Rel: September 26, 2025

Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern
Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts,
300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other
errors, in order that corrections may be made before the opinion is printed in Southern Reporter.

SUPREME COURT OF ALABAMA
SPECIAL TERM, 2025

_________________________

SC-2025-0301
_________________________

Ex parte Phillip H. Rivers, Steven Nobles, Todd Martin, Stan
Roberts, Laurie Dungan, Macy Matthews-Smith, and Dylan
Kemper

PETITION FOR WRIT OF MANDAMUS

(In re: Phillip H. Rivers, Steven Nobles, Todd Martin, Stan
Roberts, Laurie Dungan, Macy Matthews-Smith, and Dylan
Kemper

v.

Warren Averett, LLC, and Warren Averett Companies, LLC)

(Mobile Circuit Court: CV-25-900226)
SC-2025-0301

LEWIS, Justice.

Phillip H. Rivers, Steven Nobles, Todd Martin, Stan Roberts,

Laurie Dungan, Macy Matthews-Smith, and Dylan Kemper ("the

plaintiffs") petition this Court for a writ of mandamus directing the

Mobile Circuit Court to vacate its order transferring their declaratory-

judgment action to the Madison Circuit Court. We grant the petition and

issue the writ.

Procedural History

On January 24, 2025, Rivers filed in the Mobile Circuit Court a

complaint seeking a declaratory judgment against Warren Averett, LLC,

and Warren Averett Companies, LLC ("the defendants"). Rivers alleged

that "[v]enue is proper in [the Mobile Circuit] Court pursuant to Ala.

Code [1975,] § 6-3-7[,] because a substantial part of the events or

omissions giving rise to [Rivers's] claims occurred in Mobile County; the

[d]efendants do business by agent in Mobile County; and the [d]efendants

were doing business by agent at the time of the accrual of the causes of

action set forth herein." On January 31, 2025, a first amended complaint

seeking a declaratory judgment was filed; that amended complaint added

Nobles, Martin, and Roberts as additional plaintiffs. A second amended

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complaint seeking a declaratory judgment was filed on March 17, 2025,

adding Dungan, Matthews-Smith, and Kemper as plaintiffs. The

complaint, as amended, alleged, in part, that "Rivers worked out of

[Warren Averett, LLC's] office located in Montgomery, Alabama from

July 2012 through August 2015, and Rivers worked out of [Warren

Averett, LLC's] Mobile, Alabama office from August 2015 through his

termination with [Warren Averett, LLC]." Moreover, the second

amended complaint alleged that Rivers signed an agreement containing

noncompete clauses with Warren Averett, LLC, in 2018 and that, "[on]

or about November 5, 2024, Rivers ceased to be employed by Warren

Averett and later went to work as an accountant with BMSS, LLC at

their location in Mobile, Alabama." The second amended complaint

requested that the Mobile Circuit Court enter a judgment declaring the

noncompete clauses to be invalid.

On March 18, 2024, the defendants filed a motion to change venue

of the action to the Madison Circuit Court. The defendants argued that

venue of this action is governed by § 6-3-2, Ala. Code 1975, and averred,

in part:

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"3. Warren Averett is headquartered in Birmingham
and has multiple offices throughout Alabama with members
residing in several of the state's counties. …

"4. However, no member of Warren Averett resides in
Mobile County. …

"5. Warren Averett has an office in Madison County as
well as several members who reside there."

The defendants also submitted affidavits in support of their motion. The

plaintiffs filed a response in opposition to the motion to change venue,

and the defendants filed a reply in support of their motion. On April 18,

2025, the Mobile Circuit Court entered an order granting the motion to

change venue to the Madison Circuit Court.

Standard of Review

" 'A petition for the writ of mandamus is the appropriate
means by which to challenge a trial court's order regarding a
change of venue.' Ex parte Children's Hosp. of Alabama, 931
So. 2d 1, 5 (Ala. 2005) (citing Ex parte Sawyer, 892 So. 2d 898,
901 (Ala. 2004)). It is well settled that

" ' " '[a] writ of mandamus is an extraordinary
remedy, and it will be "issued only when there is:
1) a clear legal right in the petitioner to the order
sought; 2) an imperative duty upon the respondent
to perform, accompanied by a refusal to do so; 3)
the lack of another adequate remedy; and 4)
properly invoked jurisdiction of the court." ' " '

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"Ex parte Premier Plastic Surgery, P.C., 372 So. 3d 195, 197
(Ala. 2022) (quoting Ex parte Blue Cross & Blue Shield of
Alabama, 321 So. 3d 682, 683 (Ala. 2020))."

Ex parte Scarborough, [Ms. SC-2024-0572, Mar. 28, 2025] ___ So. 3d ___,

___ (Ala. 2025).

Discussion

In their petition, the plaintiffs argue, as they asserted in their

complaint, as amended, that venue is proper in Mobile County pursuant

to § 6-3-7, Ala. Code 1975. In their answer, the defendants assert that

the applicable venue statute is § 6-3-2, Ala. Code 1975, and that venue is

proper in Madison County. We first address which venue statute is

applicable to this case.

In Ex parte Honda Development & Manufacturing of Alabama,

LLC, 383 So. 3d 394, 397 n.1 (Ala. Civ. App. 2023), the Court of Civil

Appeals examined this Court's decisions on which venue statute is

applicable to an action against a limited-liability company ("LLC") as

follows:

"In Ex parte Alabama Power Co., [369 So. 3d 662 (Ala. 2022),]
which involved an action against a sanitary service company,
a limited-liability company, our supreme court[, in a per
curiam opinion in which eight Justices concurred in the
result,] applied § 6-3-2, Ala. Code 1975, [the venue provision
applicable to individuals,] relying on the authorities cited by
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Chief Justice Moore in Ex parte WMS, LLC, [170 So. 3d 645
(Ala. 2014)]. However, the statutory basis for the Ex parte
WMS, LLC, line of cases treating limited-liability companies
as partnerships for venue purposes has been undermined by
the repeal and replacement of the corporate-law provisions
that underlay the authorities cited in Ex parte WMS, LLC.
See § 10A-5A-1.04(a), Ala. Code 1975 (stating that a limited-
liability company 'is a separate legal entity' irrespective of tax
status).

"In Ex parte Alabama Power Co., supra, Justice
Mitchell, in an opinion concurring with the result, state[d]
that a suit against a limited-liability company is not a suit
against its individual members either in form or in substance.
Thus, members of a limited-liability company are not jointly
and severally liable for obligations of the entity. See § 10A-
5A-3.01, Ala. Code 1975. The notion that the proper venue for
an action against limited-liability companies is governed by §
6-3-2, Ala. Code 1975, is implausible. 'Allowing [a limited-
liability company] to be sued anywhere one of its members
resides is a recipe for inconvenience. [A limited-liability
company] may easily have members who live far from where
it does business or from any other logical venue for a suit
against the entity.' Ex parte Alabama Power Co., 369 So. 3d
at 670 n.5.

"… Our supreme court has indicated in a more recent
case [than Ex parte WMS, LLC,] that § 6-3-7, Ala. Code 1975,
applies to limited-liability companies. See Ex parte Road Gear
Truck Equip., LLC, 300 So. 3d 1101 (Ala. 2019) (holding that
§ 6-3-7, Ala. Code 1975, the statute governing venue for
corporations, applies when determining proper venue in cases
involving limited-liability companies[)]. Because Ex parte
WMS, LLC[,] conflicts with Ex parte Road Gear, this court is
required to follow the later Ex parte Road Gear line of cases:
'This court is bound by the decisions of our supreme court,
and, in case of any doubt as to which decision to follow, the
latest pronouncement control[s].' Ex parte Ocean Reef Devs.
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II, LLC, 84 So. 3d 900, 905 (Ala. Civ. App. 2011); see also
Gilbreath v. Eastwood Foods, Inc., 575 So. 2d 87, 88 (Ala. Civ.
App. 1990), aff'd, 575 So. 2d 91 (Ala. 1991)."

Justice Mitchell's special writing in Ex parte Alabama Power Co.,

369 So. 3d 662 (Ala. 2022), reasoned, in pertinent part:

"None of Alabama's venue statutes explicitly address
LLCs. The three general venue statutes that might apply are
those governing actions against 'individuals,' § 6-3-2; against
'unincorporated organization[s] or association[s],' § 6-3-6, Ala.
Code 1975; and against 'corporations,' § 6-3-7. The Legislature
has not expressly defined 'individual,' 'unincorporated
organization or association,' or 'corporation' for venue
purposes. Thus, in interpreting the venue statutes, we should
presumptively give each term its ordinary legal meaning at
the time the relevant statute was adopted. See Ex parte Tutt
Real Estate, LLC, 334 So. 3d 1249, 1253-55 & n.6 (Ala. 2021)
(Mitchell, J., concurring specially).

"Of the three options, the individual venue statute
appears the least likely to cover LLCs. An LLC plainly is not
an individual; rather, it 'is a separate legal entity' that can
sue, be sued, and have private-law rights in its own name. §
10A-5A-1.04(a), Ala. Code 1975. Further, as the label 'limited-
liability company' reflects, the members of an LLC (unlike
general partners) are not jointly and severally liable for the
obligations of the entity. See § 10A-5A-3.01, Ala. Code 1975.
A suit against an LLC, then, is not a suit against its individual
members either in form or in substance, making the notion
that § 6-3-2 should govern the suit implausible. The case
against § 6-3-2 is further bolstered by the structural
observation that, together, §§ 6-3-6 and 6-3-7 appear designed
to cover the whole universe of private business entities. Either
such an entity is a corporation, in which case § 6-3-7 applies,

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or it's an unincorporated organization or association, in which
case § 6-3-6 applies.

"As between those options, it may be tempting at first to
think an LLC is an unincorporated organization or
association, not a corporation. After all, it doesn't have 'Inc.'
at the end of its name. To the modern-day practicing lawyer,
the terms 'LLC' and 'corporation' refer to separate sorts of
formalized business entities that are governed by separate
(though often similar) sets of legal rules.

"But it's critical 'to give words in statutes the meaning
they had when they were adopted.' Tutt Real Estate, 334 So.
3d at 1253 (Mitchell, J., concurring specially). And, as it turns
out, the basic division of our general venue statutes goes way
back. The 1896 Code included general venue statutes for
actions against individual defendants, see §§ 4205 and 4206,
Ala. Code 1896, and for actions against '[a] foreign or domestic
corporation,' § 4207, Ala. Code 1896. The 1907 Code kept the
same basic scheme. See §§ 6110 through 6112, Ala. Code 1907.
The 1923 Code did too, see §§ 10467, 10470, and 10471, Ala.
Code 1923 -- with the exception of a new section, codified
outside the venue chapter, providing that a suit against an
unincorporated organization or association 'may be
maintained in any county where [it] does business or has in
existence a branch or local organization,' § 5726, Ala. Code
1923. The 1940 Code moved this provision to be near the
individual and corporate venue statutes, producing the
immediate ancestors of today's §§ 6-3-2, 6-3-6, and 6-3-7. See
§§ 54, 57, and 60, Ala. Code 1940.

"Apart from their inclusion in the 1975 Code, the
unincorporated-organization venue statute has undergone no
change since 1940 and the corporate venue statute has been
amended only once, in 1999. That amendment changed the
substantive venue provisions applicable to corporations, but
there is no reason to think it affected which entities count as

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corporations for venue purposes. See Act No. 1999-249, Ala.
Acts 1999.

"The upshot of this history is that the meaning of
'corporation' in § 6-3-7 -- and, in particular, the conceptual
dividing line between a 'corporation' and an 'unincorporated
organization or association' -- must be determined by looking
to an earlier period of legal usage. For most of our venue
statutes' history, the primary definition of 'corporation' in
successive editions of Black's Law Dictionary was as follows:

" 'An artificial person or legal entity created by or
under the authority of the laws of a state or nation,
composed, in some rare instances, of a single
person and his successors, being the incumbents of
a particular office, but ordinarily consisting of an
association of numerous individuals. Such entity
subsists as a body politic under a special
denomination, which is regarded in law as having
a personality and existence distinct from that of its
several members, and which is, by the same
authority, vested with the capacity of continuous
succession, irrespective of changes in its
membership, either in perpetuity or for a limited
term of years, and of acting as a unit or single
individual in matters relating to the common
purpose of the association, within the scope of the
powers and authorities conferred upon such bodies
by law.'

"Black's Law Dictionary 307 (5th ed. 1979); Black's Law
Dictionary 409 (4th rev. ed. 1968); Black's Law Dictionary 438
(3d ed. 1933); Henry Campbell Black, A Law Dictionary 273
(2d ed. 1910); see also Henry Campbell Black, A Dictionary of
Law 278-79 (1st ed. 1891) (providing similar definitions).

"To cut to the essence, the word 'corporation'
traditionally encompassed any artificial separate legal
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personality, capable of continuous existence, that is created
and invested with its powers by positive law. If our corporate
venue statute carries forward that traditional definition --
and it almost certainly does -- then it seems clear that LLCs
should count. Like a 'standard' modern corporation (that is,
the 'Inc.' kind), an LLC is a separate legal entity that is
created by filing a formal document with the government and
whose existence and powers are granted by positive law. See
§§ 10A-5A-1.04 and -2.01, Ala. Code 1975. Likewise, an LLC's
capacity for continuous existence is not significantly different
from that of a 'standard' business corporation. Although an
LLC does have certain partnership-like qualities -- which can
be summarized as 'informality of organization and operation,
internal governance by contract, direct participation by
members in the company, and no taxation at the entity level,'
54 C.J.S. Limited Liability Companies § 3 (2020) -- I don't see
why any of these attributes should disqualify LLCs as
'corporations' under the traditional definition.

"In short, our recent cases have been correct to apply §
6-3-7 to actions against LLCs, and I believe we should now
repudiate our decisions applying § 6-3-2."

369 So. 3d at 670-72 (Mitchell, J., concurring in the result) (footnotes

omitted).

We agree with the reasoning set forth in Justice Mitchell's special

writing in Ex parte Alabama Power Co., as well as the discussion set forth

by the Court of Civil Appeals in Ex parte Honda that the statute

governing venue for corporations, i.e., § 6-3-7, applies to a case such as

the present case, which involves LLCs. To the extent that prior cases

such as Ex parte WMS, LLC, 170 So. 3d 645 (Ala. 2014), hold otherwise,
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they are overruled. Accordingly, we conclude that the Mobile Circuit

Court erred in granting the motion to change venue, which was based on

the rationale that the applicable venue statute is § 6-3-2.

Because the Mobile Circuit Court applied the incorrect venue

statute in granting the motion to change venue, we grant the plaintiffs'

petition and issue a writ of mandamus to the Mobile Circuit Court

directing it to vacate its order changing venue.

PETITION GRANTED; WRIT ISSUED.

Stewart, C.J., and Wise, Sellers, Cook, and McCool, JJ., concur.

Shaw, J., concurs specially, with opinion.

Bryan, J., concurs in the result.

Mendheim, J., recuses himself.

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SHAW, Justice (concurring specially).

As noted in the main opinion, there are two contradictory lines of

cases touching on which Code section, § 6-3-7, Ala. Code 1975, or § 6-3-2,

Ala. Code 1975, controls the proper venue of actions against a limited-

liability company ("LLC"). The decision in Ex parte Miller, Hamilton,

Snider & Odom, LLC, 942 So. 2d 334, 336-37 (Ala. 2006), explains why §

6-3-2 should govern venue of such actions, and it was subsequently

applied in Ex parte WMS, LLC, 170 So. 3d 645, 650 (Ala. 2014). Later

cases, however, have applied § 6-3-7 in actions against LLCs. See, e.g.,

Ex parte Road Gear Truck Equip., LLC, 300 So. 3d 1101, 1107-08 (Ala.

2019) (plurality opinion); Ex parte Engineering Design Grp., LLC, 200

So. 3d 634, 638 (Ala. 2016); and Ex parte J & W Enters., LLC, 150 So. 3d

190, 193 (Ala. 2014). Those subsequent cases do not explain why that

Code section is applicable; the application of § 6-3-7 in those cases

appears to be perfunctory, unchallenged, or assumed. See Ex parte Road

Gear, 300 So. 3d at 1108 (stating that § 6-3-7 "governs venue for actions

against corporate defendants"); Ex parte Engineering Design, 200 So. 3d

at 638 n.2 (noting that venue was undisputed and any challenge to venue

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had been abandoned); and Ex parte J & W Enters., 150 So. 3d at 193

(stating that there was "no dispute" that venue was proper).

In Ex parte Alabama Power Co., 369 So. 3d 662 (Ala. 2022), the

main opinion applied § 6-3-2 in an action against an LLC, citing Ex parte

Miller and Ex parte WMS. However, the main opinion did not attempt

to resolve which line of cases applied the correct Code section, nor does it

appear that the Court was called upon to do so. 1 Now that the issue is

squarely presented to this Court, I agree with the analysis in the main

opinion that § 6-3-7 controls.

1There was no specific argument in that case recognizing the
problem and asking this Court to address it. In my special writing
concurring in the result, I did not address the controversy and instead
disagreed with the main opinion's analysis under § 6-3-2 that venue was
improper under that Code section. In my opinion, a change of venue was
instead required under the doctrine of forum non conveniens. See Ex
parte Alabama Power, 369 So. 3d at 668-69 (Shaw, J., concurring in the
result).
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