Ex parte Best Choice Roofing Alabama, LLC PETITION FOR WRIT OF MANDAMUS (In re: Kalie Dixon and Michael Dixon v. Best Choice Roofing and Home Improvement, Inc.) (Washington Circuit Court: CV-24-900088).

Rel: November 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
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SUPREME COURT OF ALABAMA
OCTOBER TERM, 2025-2026

_________________________

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Ex parte Best Choice Roofing Alabama, LLC

PETITION FOR WRIT OF MANDAMUS

(In re: Kalie Dixon and Michael Dixon

v.

Best Choice Roofing and Home Improvement,
Inc., et al.)

(Washington Circuit Court: CV-24-900088)

SELLERS, Justice.
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Best Choice Roofing Alabama, LLC ("BCRA"), petitions this Court

for a writ of mandamus directing the Washington Circuit Court ("the trial

court") to vacate its order denying BCRA's motion to dismiss, on the basis

of improper venue, the claims asserted against it in an action commenced

by Michael Dixon and his wife Kalie Dixon, and to enter an order

granting its motion to dismiss. We grant the petition and issue the writ.

I. Facts and Procedural History

In November 2024, the Dixons brought an action against BCRA,

among others, seeking damages for breach of contract and wantonness in

connection with BCRA's replacement of an existing roof on the Dixons'

house. In their complaint, the Dixons alleged, in relevant part, that, in

March 2021, they entered into a contract with BCRA, pursuant to which

BCRA agreed to replace the existing roof on their house, 1 and that, after

the work was completed, they began noticing signs that the roof was

leaking and seeing signs of water damage. The Dixons contacted BCRA,

explained their concerns, and provided BCRA an opportunity to correct

1While Kalie did not sign the contract, the Dixons alleged that she

is a party to the agreement, and they do not argue that she is not
contractually bound.

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the defects, all to no avail. The Dixons further alleged that their house

remained "damaged and nearly uninhabitable."

BCRA filed a motion to dismiss the claims against it on the basis of

improper venue. See Rule 12(b)(3), Ala. R. Civ. P. Specifically, BCRA

argued that the two-page contract it executed with Michael contained an

outbound forum-selection clause stating: "If any lawsuit is brought to

enforce the obligations of either party to this contract, it is agreed that

such lawsuit will be brought in Sumner County, Tennessee and that the

laws of Tennessee will govern the contract unless prohibited by law, as

applicable." The Dixons filed a response to the motion to dismiss, arguing

that requiring them to litigate their claims in Tennessee would be

seriously inconvenient and would deprive them of their day in court.

Following a hearing, the trial court, on July 7, 2025, entered an order

denying BCRA's motion to dismiss, determining that the Dixons had

proved that the "forum selection clause is clearly unreasonable under the

facts of the case … and that the chosen forum is seriously inconvenient

under the circumstances." This mandamus petition followed.2

2This Court stayed the proceedings below pending the outcome of

this mandamus proceeding.

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II. Standard of Review

"A writ of mandamus is an extraordinary remedy
available only when the petitioner can demonstrate: ' "(1) a
clear legal right 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) the
properly invoked jurisdiction of the court." ' Ex parte Nall, 879
So. 2d 541, 543 (Ala. 2003) (quoting Ex parte BOC Grp., Inc.,
823 So. 2d 1270, 1272 (Ala. 2001))."

Ex parte Alabama Dep't of Corr., 252 So. 3d 635, 636 (Ala. 2017).

This Court has held that "a petition for a writ of mandamus is the

proper vehicle for obtaining review of an order denying the enforcement

of an 'outbound' forum-selection clause when it is presented in a motion

to dismiss." Ex parte D.M. White Constr. Co., 806 So. 2d 370, 372 (Ala.

2001) (citing Ex parte CTB, Inc., 782 So. 2d 188 (Ala. 2000)). We review

the trial court's ruling to determine whether it exceeded its discretion.

Id. (citing O'Brien Eng'g Co. v. Continental Machs., Inc., 738 So. 2d 844

(Ala. 1999)).

III. Discussion

BCRA contends that it has a clear legal right to a dismissal of the

Dixons' claims against it because, it says, the parties' contract contains a

mandatory outbound forum-selection clause requiring any action

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between the parties concerning the contract to be brought in Sumner

County, Tennessee. This Court has stated:

"An outbound forum-selection clause is enforceable
unless the challenging party can establish that enforcement
of the clause would be unfair on the basis that the contract
' "[w]as affected by fraud, undue influence, or overweening
bargaining power or … enforcement would be unreasonable
on the basis that the [selected] forum would be seriously
inconvenient.' " The burden on the challenging party is
difficult to meet."

Ex parte D.M. White Constr. Co., 806 So. 2d at 372 (quoting Ex parte

CTB Inc., 782 So. 2d at 191, quoting in turn Professional Ins. Corp. v.

Sutherland, 700 So. 2d 347, 352 (Ala. 1997)). In Ex parte Rymer, 860 So.

2d 339, 342-43 (Ala. 2003), this Court stated:

"In order to demonstrate that the chosen forum is seriously
inconvenient, the party challenging the clause must show that
a trial in that forum would be so gravely difficult and
inconvenient that the challenging party would effectively be
deprived of his day in court. Ex parte Northern Capital Res.
Corp., 751 So. 2d [12,] 15 [(Ala. 1999)].

" 'When an agreement includes a clearly
stated forum-selection clause, a party claiming
that clause is unreasonable and therefore invalid
will be required to make a clear showing of
unreasonableness. In determining whether such a
clause is unreasonable, a court should consider
these five factors: (1) Are the parties business
entities or businesspersons? (2) What is the
subject matter of the contract? (3) Does the chosen
forum have any inherent advantages? (4) Should
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the parties have been able to understand the
agreement as it was written? (5) Have
extraordinary facts arisen since the agreement
was entered that would make the chosen forum
seriously inconvenient? We state these items not
as requirements, but merely as factors that,
considered together, should in a particular case
give a clear indication whether the chosen forum
is reasonable.'

"Ex parte Northern Capital Resource Corp., 751 So. 2d at 15."

The Dixons do not contend that the forum-selection clause would be

unfair based on fraud, undue influence, or overweening bargaining

power. Rather, they say the forum-selection clause should not be enforced

because, among other things, litigating their claims against BCRA in

Sumner County, Tennessee, would be seriously inconvenient for them.

The forum-selection clause, however, is not ambiguous and plainly

dictates that any dispute relating to the contract must be brought in

Sumner County, Tennessee. Accordingly, BCRA met its prima facie

burden of demonstrating that the Dixons' claims against it are subject to

the forum-selection clause, and, thereafter, the burden shifted to the

Dixons to clearly establish that enforcement of the forum-selection clause

would be either "unfair or unreasonable under the circumstances."

Professional Ins. Corp., 700 So. 2d at 348.

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In support of the Dixons' response in opposition to BCRA's motion

to dismiss, Michael submitted his affidavit to demonstrate that

enforcement of the forum-selection clause would be unreasonable and

would constitute an extreme hardship. In its order denying BCRA's

motion to dismiss, the trial court stated:

"8. In the present case, the Plaintiffs are individuals
and the Defendants are businesses. The subject matter of the
contract is the replacement of a roof on the Plaintiffs' home in
Washington County, Alabama. The chosen forum does not
have any inherent advantages in this case. The home is in
Washington County, Alabama. The work was done in
Washington County, Alabama. The damage to the home
alleged by the Plaintiffs must be viewed or investigated in
Washington County, Alabama. The actual work was done by
a local company. All of the evidence and witnesses are
connected to Washington County, Alabama and not to
Sumner County, Tennessee. The only connection to Tennessee
is the corporate headquarters of the Defendant, Best Choice
Roofing, Inc. While the parties should have been able to
understand the contract as written, extraordinary facts have
arisen since the agreement was entered that would make the
chosen forum seriously inconvenient. The Plaintiffs allege
their home is uninhabitable as a result of the actions of the
Defendants and that they have been required to purchase a
camper trailer to live in. The Plaintiffs contend this has
caused a financial hardship for them. None of that could have
been anticipated when the contract was entered.

"9. The Plaintiffs allege the clause was not discussed
prior to signing the contract. The contract was signed
electronically. The Plaintiffs allege they thought Best Choice
Roofing Alabama was an Alabama company.

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"10. The fact that Sumner County, Tennessee is more
than 400 miles from the Plaintiffs' home and they do not have
reliable transportation is an important issue. The costs of
litigation in Tennessee to the Plaintiffs would be very difficult
for them to bear.

"11. This Court also considers that the witnesses and
evidence are in Washington County, Alabama.

"12. The Court finds that the Plaintiffs have proven
that [the] forum selection clause is clearly unreasonable
under the facts of this case considered together and that the
chosen forum is seriously inconvenient under the
circumstances."

The issue before this Court is whether the trial court exceeded its

discretion by denying BCRA's Rule 12(b)(3) motion to dismiss for

improper venue. See Ex parte D.M. White Constr. Co., 806 So. 2d at 372.

We find that it did, and, in our analysis, we consider the five factors set

forth in Ex parte Northern Capital Resource Corp., 751 So. 2d 12, 15 (Ala.

1999), and applied in Ex parte Rymer.

(1) Are the parties business entities or businesspersons?

The trial court noted in its order that the Dixons are individuals

and that BCRA is a business entity. Forum-selection clauses have been

routinely enforced by business entities against individuals. See

Castleberry v. Angie's List, Inc., 291 So. 3d 37 (Ala. 2019); Ex parte

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Rymer, 860 So. 2d at 339; and Madasu v. Berry Co., 950 So. 2d 333 (Ala.

Civ. App. 2006).

When an individual executes and delivers a contract, the fact that

he or she is acting in an individual capacity, in and of itself, does not

mean that he or she lacks the business acumen to question the inclusion

of a forum-selection clause. See Castleberry, 291 So. 3d at 43 (holding

that, although they entered into a contract in their individual capacities,

the Castleberrys failed to demonstrate that their lack of business acumen

weighed against enforcing the forum-selection clause because they did

not provide any information regarding their business experience or level

of sophistication).

Like in Castleberry, the Dixons have failed to provide any evidence

to demonstrate their lack of business acumen. In their answer, the

Dixons assert:

"The facts set forth in [Michael's] affidavit clearly indicate
that [Michael] and his wife are unsophisticated people of very
modest means,[ 3] and those details, when combined with the
court's observation of [Michael] and the statements before the
trial court, could clearly have formed an adequate basis for

3Michael, among other things, asserted that he and Kalie drive
older cars and cannot afford a hotel room.

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the trial court to determine that the first fact of the analysis
should be viewed in favor of [the] Dixon[s]."

Answer at 18.

While the facts set forth in Michael's affidavit might tend to shed

light on the current financial state of the Dixons, none of them relate to

the Dixons' business acumen or sophistication at the time Michael

entered into the contract with BCRA.

Although the trial court's order notes that the forum-selection

clause was not discussed before the parties signed the contract, that the

contract was signed electronically, and that the Dixons thought BCRA

was an Alabama company, these facts have no bearing on the Dixons'

sophistication, business acumen, or understanding of the contract at the

time Michael voluntarily entered into it. Under Alabama law, " 'a person

who signs a contract is on notice of the terms therein and is bound

thereby even if he or she fails to read the document.' " Ex parte Rymer,

860 So. 2d at 342 (quoting Locklear Dodge City, Inc. v. Kimbrell, 703 So.

2d 303, 306 (Ala. 1997)) (enforcing an outbound forum-selection clause

when the party trying to avoid the clause claimed that he should not be

bound by it because he had not read it). In Michael's affidavit, he admits

to signing the contract. The contract was only two pages long and, just
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above the signature line, contained the following language: "BY

SIGNING, CUSTOMER HAS READ AND AGREES TO TERMS ON

BACK OF PAGE." (Capitalization in original.) Michael also placed his

initials on the second page of the contract, which included the forum-

selection clause. By signing the contract, Michael bound the Dixons to

the terms of the agreement. See note 1, supra. Thus, nothing before this

Court legally implicates the Dixons' business acumen one way or the

other; the fact they are not businesspersons does not weigh against

enforcement of the forum-selection clause or justify denying the motion

to dismiss.

(2) What is the subject matter of the contract?

The trial court's order states that "[t]he subject matter of the

contract is the replacement of a roof on the Plaintiffs' home in

Washington County, Alabama." BCRA argues that the replacement of a

roof has no particular impact on the forum-selection clause because, it

says, the parties entered into a simple contract, which resulted in a

"vanilla lawsuit," and that the contract does not implicate any "special

policy interest in retaining such a lawsuit." Nothing about the parties'

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contract is so unique as to defeat enforcement of the forum-selection

clause. This factor does not support denying the motion to dismiss.

(3) Does Tennessee provide an inherent advantage to one party over the
other?

The trial court's order points out that litigating the Dixons' claims

against BCRA in Sumner County, Tennessee, does not provide any

inherent advantages because virtually all the evidence and witnesses are

located in Washington County, Alabama. BCRA acknowledges in its

petition that it is the only party that has an inherent advantage in

defending against the Dixons' claims in Tennessee, given that it is a

Tennessee company and is headquartered there. Thus, while this factor

weighs slightly against enforcing the outbound forum-selection clause as

a matter of inconvenience, this Court has repeatedly upheld outbound

forum-selection clauses when the chosen forum is the state in which a

party is headquartered or has its principal place of business. See, e.g., Ex

parte International Paper Co., 285 So. 3d 753, 759 (Ala. 2019) (enforcing

an outbound forum-selection clause when the chosen forum was the state

in which the defendant's headquarters were located); Ex parte United

Propane Gas, Inc., 258 So. 3d 1103 (Ala. 2018) (enforcing an outbound

forum-selection clause when the chosen forum was the state in which the
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defendant's headquarters were located); and Ex parte Nawas Int'l Travel

Serv., Inc., 68 So. 3d 823 (Ala. 2011)(enforcing an outbound forum-

selection clause when the chosen forum was the state of the defendant's

principal place of business). Further, regardless of any inherent

advantage to BCRA, or any inconvenience to the Dixons, the fact remains

that the parties voluntarily agreed to litigate their claims in Tennessee

in the event of a contractual dispute.

(4) Should the parties have been able to understand the outbound
forum-selection clause as written?

The trial court's order states "that the parties should have been able

to understand the contract as written." We agree with the trial court that

the language of the forum-selection clause is unambiguous and that,

regardless of whether the Dixons read it or not, the language of the

forum-selection clause does not preclude its enforcement. Therefore, this

factor weighs in favor of enforcing the outbound forum-selection clause.

(5) Have extraordinary facts arisen since the contract was entered into
that would make the chosen forum seriously inconvenient?

In his affidavit, Michael asserts that the Dixons had to buy a

camper to live in because their house is nearly uninhabitable after the

roof replacement. He further asserts that because of the nature of this

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sudden expense, an unexpected financial burden now exists that did not

exist at the inception of the contract. This argument, which is similar to

the one made in Ex parte International Paper Co., also falls short. In Ex

parte International Paper Co., this Court issued a writ of mandamus

directing the trial court in that case to vacate its order denying the

defendant's motion to dismiss based upon the existence of a valid

outbound forum-selection clause, and to enter an order dismissing the

action, despite the fact that the plaintiffs had argued that the actions of

the defendant had "essentially bankrupted" them so that they could not

bear the expense of litigation in the chosen forum. 285 So. 3d at 758.

While this Court did not explicitly state whether such a financial burden

was an "extraordinary" circumstance, this Court ultimately concluded

that, because the majority of the other factors weighed in favor of

enforcing the outbound forum-selection clause, even though doing so

would place a serious financial burden on the plaintiffs, the chosen forum

had not been shown to be so seriously inconvenient as to allow the

plaintiffs to avoid enforcement of the forum-selection clause.

Here, unlike in Ex parte International Paper Co., the financial

burden was caused by the Dixons' having to purchase temporary housing,

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not by the bankruptcy of the plaintiffs. If bankruptcy was not enough to

sway this Court in favor of avoiding an outbound forum-selection clause,

the sudden purchase of a camper to live in temporarily should not

preclude the enforcement of the outbound forum-selection clause.

The trial court's order also acknowledged other facts that the trial

court considered in determining that the chosen forum was seriously

inconvenient. Specifically, the trial court noted that the Sumner County

courthouse is over 400 miles from the Dixons' house; that the Dixons'

vehicles are untrustworthy for long trips; that renting a hotel room would

be expensive; that Kalie would be unable to attend a trial in Tennessee

because of her job; that witnesses are located in Washington County,

Alabama; and that the Dixons want a jury to be able to view the house in

person. However, none of these facts are "extraordinary" facts that arose

after the contract was entered into. Ex parte Rymer, 860 So. 2d at 343

(quoting Ex parte Northern Cap. Res. Corp., 751 So. 2d at 15). As

mentioned above, the Dixons were aware of each of these possible

problems at the time they voluntarily signed the contract. This Court

heavily weighs each party's freedom to contract and will not allow one

party to "simultaneously claim the benefits of a contract and repudiate

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its burdens and conditions." Southern Energy Homes, Inc. v. Ard, 772 So.

2d 1131, 1134 (Ala. 2000). No extraordinary facts arose since the making

of the contract, and thus this factor weighs in favor of enforcing the

outbound forum-selection clause.

However, regardless of whether these facts arose after the contract

was entered into, this Court has held that the distance of travel for

witnesses or plaintiffs does not establish that a chosen forum is

unreasonable. See Ex parte Northern Cap. Res. Corp., 751 So. 2d at 12.

Therefore, the trial court's consideration of witnesses being located in

Washington County, as well as its characterization of the distance the

Dixons would be required to travel using unreliable means of

transportation as an "important issue," are grounds that are unfounded

in the law to support avoidance of the forum-selection clause. Further, as

to the issue of unreliable transportation, Michael alleged in his affidavit

that the Dixons' 2011 pickup truck and 2017 automobile are

untrustworthy for traveling long distances. However, that subjective

assessment has not been supported by any evidence showing why the

vehicles are not trustworthy. The Dixons also have not provided any

evidence showing that borrowing a vehicle or purchasing airfare is

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impossible in their current financial situation. Other facts, such as the

hotel-room price and Kalie's trouble getting off work, might amount to

inconvenience, but they do not rise to the level of establishing that the

Dixon's would be deprived their day in court. See Ex parte PT Sols.

Holdings, LLC, 225 So. 3d 37, 46 (Ala. 2016) (holding that plaintiff who

argued that litigating in another state would "spread thin [her]

resources" failed to demonstrate inconvenience sufficient to void a forum-

selection clause).

Finally, the Dixons' argument that a site visit to their house will

be requested and that such a visit will be impossible to perform if their

claims against BCRA are tried in Tennessee also falls short because the

decision whether to grant or to deny a site visit is within the trial court's

discretion, not the plaintiffs'. Kohn v. Johnson, 565 So. 2d 165, 169 (Ala.

1990) (holding that, in exercising its discretionary power to grant a jury

access to a site, a trial court may consider if the thing to be seen can just

as well be photographed). We find it unpersuasive that a picture cannot

capture the state of the house, regardless of whether the jury can

physically smell the "rot and mildew" or touch the "soft places in the

walls," as the Dixons suggest is necessary. Further, just allowing a

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picture of the house to be taken without taking a visit would not rise to

the level of depriving the Dixons of their day in court.

In sum, under Alabama law, the Dixons had a "difficult" burden to

"clearly establish" that the enforcement of the contract's outbound forum-

selection clause would be unreasonable under the circumstances. Ex

parte International Paper Co., 285 So. 3d at 757. When considering all

five factors set forth in Ex parte Northern Capital Resource Corp. and

applying them to the facts of this case, it would not be unfair and

unreasonable, seriously inconvenient, or akin to depriving the Dixons of

their day in court to require them to litigate their claims against BCRA

in Sumner County, Tennessee. The parties signed an unambiguous

contract and are entitled to enforce its terms. The Dixons have failed to

overcome their burden to prove otherwise. Accordingly, the trial court

exceeded its discretion in denying BCRA's motion to dismiss on the basis

that venue in Washington County would be improper.

IV. Conclusion

BCRA has demonstrated a clear legal right to have the claims

asserted against it dismissed on the basis that venue in

Washington County is improper because of the outbound forum-selection

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clause in the parties contract. Therefore, we direct the trial court to

vacate its July 7, 2025, order denying BCRA's motion to dismiss the

claims asserted against it in the Dixons' second amended complaint and

to enter an order dismissing the Dixons' claims against BCRA, pursuant

to Rule 12(b)(3), Ala. R. Civ. P.

PETITION GRANTED; WRIT ISSUED.

Stewart, C.J., and Shaw, Wise, Bryan, Mendheim, Cook, and

McCool, JJ., concur.

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