Verano Alabama, LLC v. Alabama Medical Cannabis Commission (Appeal from Montgomery Circuit Court: CV-23-901165).

Rel: April 19, 2024

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 published in Southern Reporter.

ALABAMA COURT OF CIVIL APPEALS
OCTOBER TERM, 2023-2024
________________________

CL-2023-0831
________________________

Verano Alabama, LLC

v.

Alabama Medical Cannabis Commission

Appeal from Montgomery Circuit Court
(CV-23-901165)

PER CURIAM.

On June 12, 2023, the Alabama Medical Cannabis Commission

("the AMCC") awarded Verano Alabama, LLC ("Verano"), an integrated-

facility license, pursuant to the Darren Wesley "Ato" Hall Compassion

Act ("the Act"), Ala. Code 1975, § 20-2A-1 et seq., which governs the
CL-2023-0831

Alabama medical-cannabis industry. On August 10, 2023, the AMCC

rescinded the award. Verano appealed to the Montgomery Circuit Court

("the circuit court"), which upheld the AMCC's decision to rescind

Verano's award. Verano now appeals the circuit court's judgment to this

court. We construe the circuit court's judgment as being a judgment on

the pleadings, and we affirm the judgment.

Background 1

The Act vests the AMCC with the authority to issue no more than

five integrated-facility licenses. See Ala. Code 1975, §§ 20-2A-50 & 20-

2A-67(b). An integrated-facility license authorizes the licensee to

cultivate cannabis, to process cannabis into medical cannabis, to dispense

and sell medical cannabis to registered qualified patients or registered

caregivers, to transport cannabis or medical cannabis between its

facilities, and to sell or transfer medical cannabis to a dispensary. See §

20-2A-67(b). To obtain an integrated-facility license, a business like

Verano must apply to the AMCC. See Ala. Code 1975, § 20-2A-55(a). The

1Based on the procedural posture of the case, the following factual

information is derived primarily from the petition for judicial review filed
by Verano.
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AMCC then reviews the application to decide whether it should be

granted or denied. See Ala. Code 1975, § 20-2A-56(d).

If the AMCC decides to grant the application, the AMCC "awards"

an integrated-facility license to the applicant. 2 The applicant must then

pay an annual license fee. See § 20-2A-56(f). "Unless the [AMCC] or [a]

court of competent jurisdiction enters a stay against the issuance of some

or all licenses," the AMCC shall issue the integrated-facility license

within 14 days of the payment of the annual license fee. Ala. Admin.

Code (AMCC), r. 538-X-3-.17. An integrated-facility license is considered

"issued" when the annual license fee has been paid, "all obstacles to the

[a]pplicant's assuming the role of a [l]icensee have been removed," and

the AMCC has delivered the license to the applicant. Ala. Admin. Code

(AMCC), r. 538-X-3-.02(12). Upon receipt of the license, the applicant

becomes a licensee. Id.

On June 12, 2023, after completing its review of 38 applications for

an integrated-facility license, the AMCC awarded 1 of the 5 available

2A "license awarded" refers to the AMCC's "decision to grant a
license to a particular [a]pplicant, after which the [a]pplicant has the
obligation to pay the license fee." Ala. Admin. Code (AMCC), r. 538-X-3-
.02(11).
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integrated-facility licenses to Verano, who had submitted the highest-

ranked application based on the scoring system used by the AMCC

during the review process. The AMCC also delivered an invoice for the

annual license fee to Verano, who promptly paid the fee.3 However, the

AMCC did not issue Verano the integrated-facility license it had been

awarded. On June 16, 2023, following a virtual hearing, the AMCC

stayed the issuance of the licenses it had awarded, citing concerns over

the accuracy of the scoring of the applications.

Subsequently, the AMCC scheduled a meeting for August 10, 2023.

Shortly before the meeting, the AMCC revised its agenda to state its

intent to decide whether to lift the stay of the licensing process and to

"void" the June 12, 2023, license awards. At the August 10, 2023,

meeting, the AMCC commissioners voted to lift the stay. Immediately

after the vote to lift the stay, the chairman of the AMCC raised the next

item for discussion -- "to void the license awards from our June 12 [AMCC

meeting]." The chairman continued:

3Verano paid the $50,000 license fee on June 12, 2023. The AMCC
twice attempted to refund the license fee paid by Verano after its August
10, 2023, meeting, see discussion, infra, but Verano did not respond to
those attempts.
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"As you are aware, ... following the June 12th meeting, the
inconsistencies that were found in the tabulation and
calculation of scores caused us to put a stay on our processes.
We now have received corrected and verified calculations. And
in an effort to be certain that the voting on licenses is
supported by accurate data, we need to void the previous
licenses awarded and consider that information in re-
awarding new licenses."

An AMCC commissioner then moved to void the June 12, 2023, license

awards; that motion was seconded and approved unanimously. The

AMCC then recessed the public hearing for the commissioners to meet in

an executive session. During the executive session, the AMCC

commissioners received and reviewed a report containing the updated

scoring information, which revealed that Verano's score had increased

and that it remained the highest-ranked applicant for an integrated-

facility license. The AMCC reconvened the public hearing and voted to

"re-award" the integrated-facility licenses; however, the AMCC did not

award Verano an integrated-facility license.

On August 21, 2023, pursuant to Ala. Code 1975, § 41-22-20, a part

of the Alabama Administrative Procedure Act ("the AAPA"), Ala. Code

1975, § 41-22-1 et seq.,4 Verano filed a "complaint and petition for judicial

4Before filing the complaint, Verano filed a notice of appeal and cost

bond with the AMCC. The notice of appeal complied with both Ala. Code
5
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review" seeking judicial review of "[the AMCC]'s August 10, 2023[,]

improper 'voiding' of the licenses it previously awarded on June 12,

2023." 5 In its petition for judicial review, Verano alleged that the Act and

the regulations promulgated by the AMCC did not expressly grant the

AMCC the authority to "void" a license award and that the AMCC had

not cited any legal authority when it voted to rescind the license awards.6

In paragraph 22 of the petition for judicial review, Verano accused the

AMCC of using the

" 'scoring inconsistencies in the tabulation of score data' as a
Trojan Horse to improperly throw out the scoring altogether,
unilaterally void a valid license that was awarded to the

1975, § 20-2A-57(f) (providing a specific right of appeal from an adverse
licensing decision of the AMCC), and § 41-22-20 (providing a general
right to judicial review of decisions of an administrative agency).
Because there is no conflict between the two statutes for the purposes of
this appeal, we elect to treat the complaint as a petition for judicial
review under the AAPA.
5Section 41-22-20(a) allows judicial review of "[a] preliminary,
procedural, or intermediate agency action or ruling ... if review of the
final agency decision would not provide an adequate remedy." The
AMCC did not argue that review of the final agency decision would
provide an adequate remedy, so we conclude that the circuit court had
jurisdiction to review the rescission order, which was not a final decision
of the AMCC.
6In parliamentary law, the term "rescind" means "[t]o void, repeal,

or nullify a main motion adopted earlier." Black's Law Dictionary 1562
(11th ed. 2019) (emphasis added). Thus, we use the term "rescind" in
that sense in this opinion.
6
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highest-scoring applicant after final agency vote on June 12,
2023, and re-award the license to another company without
legal justification."

Verano asserted that the AMCC did not have unfettered discretion to

reconsider its earlier licensing decision and to "re-award" the integrated-

facility licenses. Verano requested that the circuit court reverse the

AMCC's decision to rescind the June 12, 2023, license award and to order

the AMCC to issue Verano an integrated-facility license, subject to the

terms in the AMCC's regulations.

On September 25, 2023, the AMCC moved to dismiss Verano's

petition for judicial review because, it asserted, the petition failed to state

a claim upon which relief could be granted under Rule 12(b)(6), Ala. R.

Civ. P.7 However, in substance, the motion sought a judgment on the

7A petition for judicial review filed pursuant to the AAPA does not

violate Art. I, § 14, of the Alabama Constitution of 2022, which provides:
"That the State of Alabama shall never be made a defendant in any court
of law or equity." Section 14 makes a state agency absolutely immune
from civil liability. See Ex parte Limestone Cnty. Bd. of Educ., 265 So.
3d 276, 281 (Ala. Civ. App. 2018). Section 14 does not preclude actions
in which the state is not a defendant, no state money or property is at
stake, and the action seeks judicial examination of the actions of a state
agency. See State v. Bibby, 47 Ala. App. 240, 243, 252 So. 2d 662, 664
(Crim. 1971). Section 41-22-20(h), Ala. Code 1975, provides that, in an
action for judicial review, the state agency shall be named as a
"respondent," not a defendant. In this context, a "respondent" is "[t]he
party against whom an appeal is taken" and not "the defendant in an
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pleadings under Rule 12(c), Ala. R. Civ. P. In the motion, the AMCC cited

or quoted the petition for judicial review filed by Verano and, accepting

the allegations in the petition as true, argued that it was entitled to a

judgment as a matter of law. B.K.W. Enters., Inc. v. Tractor & Equip.

Co., 603 So. 2d 989, 991 (Ala. 1992) ("Rule 12(c)[, Ala. R. Civ. P.,] allows

a party to move for a judgment on the pleadings. When such a motion is

made, the trial court reviews the pleadings filed in the case and, if the

pleadings show that no genuine issue of material fact is presented, the

equity proceeding." Black's Law Dictionary 1569 (11th ed. 2019). As the
respondent, the state agency is responsible for transmitting the
administrative record to be reviewed. See Ala. Code 1975, § 41-22-20(g).
The action does not seek to impose civil liability upon the state. The
action seeks only judicial review of the record transmitted by the
respondent agency to determine whether the agency action was validly
rendered and whether it should be affirmed, modified, or reversed, any
equitable and legal relief being only incidental to the determination of
the review. See Ala. Code 1975, § 41-22-20(k). Thus, unlike the situation
in Redbud Remedies, LLC v. Alabama Medical Cannabis Commission,
[Ms. CL-2023-0352, Mar. 29, 2024] ___ So. 3d ___ (Ala. Civ. App. 2024),
in which a potential medical-cannabis-license applicant named the
AMCC as the sole defendant in a suit for equitable relief under Ala. Code
1975, § 41-22-10, Verano stated a valid claim for judicial review under §
41-22-20 that was not barred by sovereign immunity. See Alabama Dep't
of Pub. Safety v. Alston, 39 So. 3d 1176, 1178 (Ala. Civ. App. 2009) ("In
the present case, Alston's appeal is not a lawsuit but, rather, is an
administrative appeal. Therefore, the trial court had jurisdiction
pursuant to § 32-5A-195(q)[, Ala. Code 1975,] to review the Department's
administrative ruling, and the doctrine of sovereign immunity does not
bar Alston's appeal.").
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trial court will enter a judgment for the party entitled to a judgment

according to the law.").

In its motion, the AMCC argued that the Act and the regulations

adopted pursuant to the Act gave the AMCC the inherent and implied

authority to rescind its decision to award Verano a license before the

license was issued. The AMCC also argued that, in accordance with

Robert's Rules of Order, which it asserted it had adopted to control its

procedures, it could properly reconsider and rescind the award to Verano

of an integrated-facility license. On October 3, 2023, Verano filed a

written response to the AMCC's motion. On October 10, 2023, the circuit

court conducted a hearing on the motion, at which it received oral

arguments from counsel for the parties.

On October 11, 2023, the circuit court entered a final judgment in

favor of the AMCC. The judgment provides, in pertinent part:

"In sum, Verano's [c]omplaint alleges that the [AMCC]
exceeded its authority as a state agency and violated the
[AAPA] when, on August 10, 2023, the [AMCC] voted to void
or rescind the medical cannabis licenses it had awarded on
June 12, 2023.... [T]he [AMCC] contends that (1) its licensing
authority inherently includes the power to void and correct
license awards for which it did not have complete or correct
information, due to erroneous tabulations; (2) the [AMCC]'s
express authority to stay the licensing process impliedly
authorizes the [AMCC] to void license awards as necessary to
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accomplish the purposes for which stays were permitted; and
(3) following Robert's Rules of Order impliedly authorizes the
[AMCC] to rescind its June 12 awards.

"Having considered the parties' filings, submissions and
oral arguments, the [c]ourt concludes as follows:

"Verano's [c]omplaint presents a question of pure law,
one properly suited to resolution on a motion to dismiss: Does
the [AMCC] have the power to rescind or void its award of
licenses prior to issuance? The [c]ourt concludes that the
[AMCC] does have such power.

"The [AMCC]'s authority to award licenses inherently
includes the power to void and correct those awards. Inherent
authority, by its very nature, is authority vested in a
governmental body that is outside the express authorization
of the body's enabling act or rules and regulations. Pursuant
to the [AMCC]'s Rule 538-X-3-.11, 'the primary consideration
of the [AMCC] in awarding any license shall be the merits of
the application submitted.' The [c]ourt finds compelling the
authorities cited by the [AMCC] that it has such power where,
as here, the goal of the conduct at issue is in furtherance of its
legislatively mandated purpose. When the [AMCC] saw that
its primary consideration may have been compromised by
inaccurate information related to the applications, it took
reasonable steps to correct its course. It cannot have been the
[l]egislature's intention to bind the [AMCC] to a decision that
subjected it to inevitable challenges in lengthy and resource-
draining litigation.

"The [c]ourt rejects Verano's assertion that the
[AMCC]'s conduct in rescinding or voiding the license
awarded [to Verano] in the vote taken at the [AMCC]'s
June12[, 2023,] meeting amounted to a 'revocation' from
which it has the right to an appeal to this [c]ourt. The
[AMCC]'s regulations distinguish a 'license awarded' from a
'license issued,' specifying that '[a]n [a]pplicant becomes a
10
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[l]icensee upon receipt of the [AMCC]'s issuance of the
license.' [Rule] 538-X-3-.2(11) and -.2(12). The [AMCC]'s Rule
538-X-4-.22(7) demonstrates that 'revocation' cannot be
visited upon a mere applicant: 'Revocation should not be
imposed arbitrarily or capriciously, but only for grave
misconduct by the licensee.' (Emphasis added.) Moreover, the
[l]egislature expressly provided in the [AMCC]'s enabling
[a]ct that a 'license issued' is 'a revocable privilege granted by
this state and is not a property right.' Ala. Code [1975,] § 20-
2A-68 (emphasis added). If a 'license issued' is not a property
right, then its precursor, a 'license awarded,' surely cannot be
a property right, and the [AMCC] was within its inherent
power to rescind or void that award without the
circumstances or obligations accompanying a 'revocation.' If
the [AMCC]'s ultimate award of licenses for integrated
facilities includes denying Verano a license, Verano may
appeal that decision by means of an investigative hearing, the
[l]egislature's prescribed administrative remedy for
applicants when a license is denied.

"The [c]ourt also concludes that the [AMCC]'s express
authority to stay the licensing process ... impliedly include[s]
the power to rescind or void its June 12 license awards. If the
[AMCC] has no power to rescind awarded licenses, then there
could be no legitimate reason for the [AMCC] to stay licenses
in the first place. Furthermore, Robert's Rules of Order
specifically contemplates the right of an assembly to vote to
rescind a previously adopted motion, thereby nullifying what
had been done."

On November 21, 2023, Verano filed a timely notice of appeal to this

court.

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Mootness

On October 26, 2023, before Verano filed its notice of appeal to this

court, the AMCC rescinded the licensing decisions it had made on August

10, 2023, but it did not rescind its decision to "void" the June 12, 2023,

license awards and did not reinstate its original decision to award Verano

an integrated-facility license. Based on the AMCC's October 26, 2023,

actions, Verano remained eligible for an integrated-facility license;

however, on December 12, 2023, the AMCC made its final decision

regarding the integrated-facility licenses. The AMCC did not grant

Verano one of the five available licenses, effectively denying Verano's

application. Pursuant to Ala. Code 1975, § 20-2A-56(e), 8 Verano has filed

a request for a "public investigative hearing" to challenge the denial of

its integrated-facility-license application.

This court determines that the subsequent actions by the AMCC

have not mooted the controversy between the parties. In this appeal,

Verano seeks reversal of the judgment entered by the circuit court

8Section 20-2A-56(e) provides, in pertinent part: "After denial of a

license, the [AMCC], upon request, shall provide a public investigative
hearing at which the applicant is given the opportunity to present
testimony and evidence to establish its suitability for a license."
12
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approving the AMCC's August 10, 2023, decision to rescind the June 12,

2023, license award to Verano. Verano argues that the circuit court erred

because, it says, the AMCC had no authority to rescind the June 12, 2023,

license award. If Verano prevails, the AMCC's decision to rescind the

June 12, 2023, license award would be reversed and the award of the

integrated-facility license to Verano would be reinstated. Because a

favorable decision on the merits of this appeal would affect Verano's right

to an integrated-facility license, the appeal is not moot. See generally

Chapman v. Gooden, 974 So. 2d 972, 983 (Ala. 2007) (quoting Crawford

v. State, 153 S.W.3d 497, 501 (Tex. App. 2004)) (determining that " '[t]he

test for mootness is commonly stated as whether the court's action on the

merits would affect the rights of the parties' "). The appeal involves an

extant justiciable controversy between the parties concerning the

authority to rescind an award of an integrated-facility license.

Analysis

In paragraph 25 of its petition for judicial review, Verano submitted

to the circuit court the question "whether the [AMCC]'s vote to

unilaterally 'void' the previously awarded licenses exceeded the [AMCC]'s

statutory authority, violated the [AMCC]'s rule" and "was based upon an

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unlawful procedure and/or was arbitrary or capricious." In its final

judgment, the circuit court responded to the issue as framed by Verano

by concluding that the AMCC had acted within its authority in

unilaterally rescinding the June 12, 2023, license award. The circuit

court determined that the AMCC's authority to rescind its original

decision to award Verano an integrated-facility license emanated from

three independent sources: (1) the AMCC's inherent authority to

reconsider and to correct errors in its licensing decisions; (2) the AMCC's

implied authority to void license awards based on its express authority

to stay those awards found in its rules, see Ala. Admin. Code (AMCC), rr.

538-X-3-.17 and 538-X-3-.18;9 and (3) the AMCC's procedural right to

annul a vote on the motion to award a license and to reconsider the

motion, as set forth in Robert's Rules of Order.

9Rule 538-X-3-.18 provides, in pertinent part:

"Despite the [AMCC]'s announcement of the award of
licenses, due to the pendency of hearings or appeals on some
or all licenses in a particular offering, some or all licenses may
not issue, in the discretion of the [AMCC], but may be stayed
until the time for appeal has lapsed or all appeals from the
[AMCC]'s decision have resolved, whichever is later."
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The judgment tracks the position of the AMCC in its motion for a

judgment on the pleadings, in which it asserted that it could rescind the

June 12, 2023, license award on all three alternative grounds: its

inherent authority, its implied authority, and its procedural authority.

Regarding the last source of authority, the AMCC asserted that it had

adopted "Robert's Rules of Order (Revised)" during its first

organizational meeting on August 12, 2021. The AMCC noted that,

under those parliamentary rules, a deliberative body may, by a motion

approved by a majority vote, rescind its decision on an earlier motion

adopted at some previous time. The AMCC argued: "When [the AMCC]

rescinds a motion, the motion allows [the AMCC] to nullify or void the

prior action." The AMCC pointed out exceptions to the authority of a

committee to rescind a previous decision, most specifically the exception

prohibiting a rescission motion " '[w]hen something has been done, as a

result of the vote on the main motion, that it is impossible to undo,' " see

Op. Atty. Gen. No. 83-471 (Sept. 9, 1983) (quoting § 34(8)(b) of Robert's

Rules of Order), but the AMCC explained why that exception did not

apply. In its response to the motion for a judgment on the pleadings filed

in the circuit court, Verano argued that the AMCC had not validly

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adopted any version of Robert's Rules of Order. In its final judgment, the

circuit court impliedly found that the AMCC had validly adopted an

edition of Robert's Rules of Order that provided the AMCC with sufficient

procedural authority to rescind its June 12, 2023, decision to award

Verano an integrated-facility license.

In its principal brief on appeal, Verano argues at length that the

AMCC does not have express statutory authority, inherent authority, or

implied authority to reconsider and void its licensing decisions;10

however, Verano does not challenge the third alternative ground for the

circuit court's judgment -- that Robert's Rules of Order supplied the

AMCC with sufficient procedural authority to rescind the decision

awarding Verano an integrated-facility license. On pages 23 through 25

of its principal brief, Verano generally argues that the AMCC's "rules" do

not contain a provision allowing the AMCC to rescind a previous license

award, apparently referring to the AMCC regulations contained in the

10In addition to arguing that the AMCC did not have the implied

authority to rescind the June 12, 2023, license award, Verano also argues
that the AMCC did not have the express authority to stay the issuance of
the integrated-facility license after it had been awarded to Verano and
Verano had paid the license fee; however, based on our disposition of the
legal-authority issue, we find no need to address this point.
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Alabama Administrative Code, see Ala. Admin. Code (AMCC), r. 538-X-

1-.01 et seq., but Verano does not mention Robert's Rules of Order at all

or attempt to explain why those rules do not support the AMCC's legal

authority to rescind the June 12, 2023, license award. Verano attacks

that basis for the circuit court's judgment only in its reply brief by

contending that the AMCC did not properly adopt Robert's Rules of Order

and that whatever edition of Robert's Rules of Order the AMCC had

allegedly adopted did not supersede the procedural rules that the AMCC

was obligated to follow under the AAPA.

"When a trial court enters conclusions of law stating
alternative legal grounds for its judgment, the failure of an
appellant to show error as to each ground in his or her opening
brief constitutes a waiver of any argument as to the omitted
ground and results in an automatic affirmance of the
judgment."

Austin v. Providence Hosp., 155 So. 3d 1028, 1031 (Ala. Civ. App. 2014).

That rule of automatic affirmance applies in appeals from a judgment of

a circuit court adjudicating a petition for judicial review pursuant to § 41-

22-20, even though the appellate court's standard of review is de novo in

such cases. See Alabama Dep't of Mental Health v. Nobles Grp. Homes,

Inc., 343 So. 3d 1140, 1146 (Ala. Civ. App. 2021).

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In this case, the circuit court entered specific conclusions of law

stating three alternative bases for its judgment. Verano did not assert

any error as to the third basis for the judgment in its principal brief on

appeal. Therefore, Verano waived any argument as to that omitted

ground despite making the argument later in its reply brief. See

Alabama Dep't of Mental Health, supra; see also Meigs v. Estate of

Mobley, 134 So. 3d 878, 889 n.6 (Ala. Civ. App. 2013) ("Arguments not

raised in the appellant's initial brief are deemed waived; arguments

made for the first time in the reply brief are not addressed by the

appellate courts."). Consequently, the judgment must be automatically

affirmed insofar as it concludes that the AMCC had the legal authority

to rescind the June 12, 2023, license award to Verano.

Recognizing that the circuit court might determine that the AMCC

had the requisite authority for its August 10, 2023, decision, Verano

alternatively pleaded that the AMCC could not exercise that authority to

arbitrarily and capriciously "throw out" the original license award. In

American Trucking Associations v. Frisco Transportation Co., 358 U.S.

133, 146 (1958), in discussing the authority of the Interstate Commerce

Commission ("the ICC") to modify certificates of public convenience and

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necessity containing inadvertent errors, the United States Supreme

Court explained that "the power to correct inadvertent ministerial errors

may not be used as a guise for changing previous decisions because the

wisdom of those decisions appears doubtful in the light of changing

policies." Verano, relying on that passage, argues that the AMCC could

correct only ministerial errors in the June 12, 2023, licensing decision

and that it could not change that decision for other reasons, which Verano

alleges the AMCC did when it refused to "re-award" Verano an

integrated-facility license.

In Frisco, the Supreme Court held that the ICC's authority to

modify a certificate of public convenience and necessity derived from §

17(3) of the act creating the ICC, which provided: " 'The [ICC] shall

conduct its proceedings under any provision of law in such manner as will

best conduce to the proper dispatch of business and to the ends of

justice.' " 358 U.S. at 145. The Supreme Court stated: "This broad

enabling statute, in our opinion, authorizes the correction of inadvertent

ministerial errors." Id. The Supreme Court further analogized the ICC's

authority to that of a federal court under Rule 60(a), Fed. R. Civ. P., to

correct clerical mistakes in a judgment. Id. The Supreme Court

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essentially determined in Frisco that the ICC had the inherent or implied

authority to rescind and replace a certificate of public convenience and

necessity to correct an inadvertent ministerial error, but, as explained in

the passage upon which Verano relies, that inherent or implied authority

did not allow the ICC to reconsider its original decision and modify the

certificate based on a substantive redetermination of the merits.

Assuming Alabama law adheres to the principles espoused in

Frisco, which we do not decide, but see Ellard v. State, 474 So. 2d 743,

751-52 (Ala. Crim. App. 1984), aff'd Ex parte Ellard, 474 So. 2d 758 (Ala.

1985) (finding inherent authority of parole board to reconsider and

modify parole determination based on absence of complete investigative

file as required by law), we still cannot reverse the judgment on the basis

that the AMCC exceeded its inherent or implied authority to correct

clerical or ministerial errors. In its final judgment, after discussing the

inherent and implied authority of the AMCC to reconsider its licensing

decisions based on corrected scoring data, the circuit court further

determined that "Robert's Rules of Order specifically contemplates the

right of an assembly to vote to rescind a previously adopted motion,

thereby nullifying what had been done." The circuit court plainly

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concluded that the AMCC could rely on its procedural authority,

independent of its other legal authority, to completely nullify the June

12, 2023, decision to award Verano an integrated-facility license. Verano

has not presented any legal argument challenging that conclusion. See

Rule 28(a)(10), Ala. R. App. P. Thus, Verano has waived that argument.

See State Dep't of Transp. v. Reid, 74 So. 3d 465, 469 (Ala. Civ. App. 2011)

("Because [the Alabama Department of Transportation] has not provided

any argument challenging the third basis for the trial court's judgment,

it has waived any argument on appeal as to the correctness of that basis

for the judgment of the trial court."). An unchallenged ruling in a

judgment, whether right or wrong, is the law of the case and requires

affirmance. First Union Nat'l Bank of South Carolina v. Soden, 333 S.C.

554, 566, 511 S.E.2d 372, 378 (Ct. App. 1998). Accordingly, we must

affirm that aspect of the final judgment as well.

Verano also complains that the AMCC did not follow the procedure

for revoking a license in its August 10, 2023, meeting. Section 20-2A-

57(c), Ala. Code 1975, which is a part of the Act, provides, in pertinent

part: "The [AMCC] shall comply with the hearing procedures of the

[AAPA] when denying, revoking, suspending, or restricting a license or

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imposing a fine." Section 41-22-19(a), Ala. Code 1975, which is a part of

the AAPA, provides: "The provisions of [the AAPA] concerning contested

cases shall apply to the ... revocation ... of a license." Section 41-22-19(c)

provides:

"No revocation ... of any license is lawful unless, prior to the
institution of agency proceedings, the agency gave notice by
certified mail to the licensee of facts or conduct which warrant
the intended action, and the licensee was given an
opportunity to show compliance with all lawful requirements
for the retention of the license."

Again, however, we cannot consider this argument. In its final judgment,

the circuit court determined that the AMCC had validly rescinded the

decision to award Verano an integrated-facility license through Robert's

Rules of Order, which, as the AMCC showed in its motion for a judgment

on the pleadings, could be accomplished by a simple majority vote of the

AMCC's commissioners. Verano challenged that procedure in its reply

brief, but not in its principal brief, thereby waiving the argument. See

Meigs, supra. Hence, we do not address whether the revocation rules in

the AAPA apply and supersede Robert's Rules of Order when the AMCC

rescinds a previous licensing decision.

Finally, Verano contends that the AMCC acted arbitrarily and

capriciously when it "re-awarded" the integrated-facility license to
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another, lower-scoring applicant, effectively denying Verano an

integrated-facility license; however, that issue is not properly before this

court. In its petition for judicial review, Verano submitted to the circuit

court the question whether the AMCC had acted arbitrarily and

capriciously in voting to rescind the June 12, 2023, license awards.

Verano did not submit for review the separate question whether the

decision to award one of the five available integrated-facility licenses to

an allegedly less-qualified applicant than Verano was arbitrary and

capricious. As the circuit court concluded, that issue may be considered

only upon a review of the final decision of the AMCC to deny Verano an

integrated-facility license and only after exhaustion of Verano's

administrative remedies. See note 8, supra, and accompanying text; see

also § 41-22-20(a) (allowing judicial review of a final decision only after

the exhaustion of administrative remedies). Thus, we express no opinion

on this point.

Conclusion

In conclusion, we hold that Verano has waived any argument that

the AMCC could not lawfully rescind the June 12, 2023, award of an

integrated-facility license to Verano pursuant to Robert's Rules of Order.

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We further hold that that waiver requires automatic affirmance of the

circuit court's judgment. This opinion should not be construed more

broadly than these limited holdings so as to prejudice the rights of either

party in future proceedings.

AFFIRMED.

All the judges concur.

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