DocRx, Inc., DocRx Dispensing, Inc., DocRx Labs, Inc., ClaimPay, Inc., Rx Transmit, LLC, Brian Ward, Jennifer Ward, Nick Branigan, and ServRx, Inc., f/k/a Workers Compensation Rx Solutions, Inc., and Worker's Compensation Rx Solutions, P.C. v. Piedmont Comprehensive Pain Management Group, LLC (Appeal from Mobile Circuit Court: CV-22-901045).

• Court: Supreme Court of Alabama
• Decided: March 7, 2025
• Docket: SC-2024-0264
• Status: Published

Opinion

Rel: March 7, 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 OCTOBER TERM, 2024-2025

_________________________

SC-2024-0264 _________________________

DocRx, Inc.; DocRx Dispensing, Inc.; DocRx Labs, Inc.; ClaimPay, Inc.; Rx Transmit, LLC; Brian Ward; Jennifer Ward; Nick Branigan; ServRx, Inc., f/k/a Workers Compensation Rx Solutions, Inc.; and Worker's Compensation Rx Solutions, P.C.

v.

Piedmont Comprehensive Pain Management Group, LLC

Appeal from Mobile Circuit Court (CV-22-901045)

SELLERS, Justice. SC-2024-0264

DocRx, Inc.; DocRx Dispensing, Inc.; DocRx Labs, Inc.; ClaimPay,

Inc.; Rx Transmit, LLC; Brian Ward; Jennifer Ward; Nick Branigan;

ServRx, Inc., f/k/a Workers Compensation Rx Solutions, Inc.; and

Worker's Compensation Rx Solutions, P.C. ("the defendants"), appeal

from an order of the Mobile Circuit Court lifting a stay it had entered

contemporaneously with an order that had granted the defendants'

motion to compel arbitration of claims brought against them by Piedmont

Comprehensive Pain Management Group, LLC ("Piedmont"). We reverse

the trial court's order lifting the stay.

Piedmont is in the business of providing pain-management care to

patients through Piedmont's physicians. Defendant DocRx Dispensing,

Inc. ("DRD"), provided billing and collection services to Piedmont in

connection with Piedmont's medication-dispensing program. Pursuant

to the parties' business arrangement, DRD would collect payments from

insurance companies for medications that Piedmont dispensed to its

patients and would keep a portion of the collected funds as compensation

for DRD's services.

In 2022, Piedmont sued the defendants, alleging breach of contract

against DRD and unjust enrichment and various tort-based claims

2 SC-2024-0264

against DRD and the other the defendants. Not all counts were alleged

against all defendants, but, broadly speaking, Piedmont accused the

defendants of improperly depriving Piedmont of funds it allegedly was

owed for dispensing medications.1

With its complaint, Piedmont submitted an April 2017

"Administrative and Claims Services Agreement" ("the April 2017

agreement"), which called for DRD to provide billing and collection

services in connection with pain-management treatment at Piedmont's

office in Anderson, South Carolina. Piedmont alleged in its complaint

that DRD had breached that agreement. The April 2017 agreement was

signed by a representative of Piedmont but not by a representative of

DRD. Nevertheless, the contracting parties did, for some time, perform

under the April 2017 agreement. Piedmont asserted that DRD is bound

by the April 2017 agreement.

The April 2017 agreement contained an arbitration clause

requiring arbitration of all claims "arising out of, or by reason of," the

1The written agreements that have been produced in this action

identify the parties to those agreements as Piedmont and DRD. The other defendants are not identified as parties to the agreements, but Piedmont alleges that they played parts in the deprivation of fees supposedly owed to Piedmont. 3 SC-2024-0264

April 2017 agreement "or any of the transactions contemplated [by the

April 2017 agreement]." Accordingly, the defendants moved the trial

court to compel Piedmont to arbitrate its claims before the American

Health Lawyers Association. The trial court granted that motion on

August 31, 2022, and entered a stay of this action pending arbitration.

There was no appeal filed from the decision to compel arbitration.

During discovery in the arbitration proceedings, the defendants

located and produced another "Administrative and Claims Services

Agreement," which was dated August 21, 2017 ("the August 2017

agreement"). While the earlier April 2017 agreement referred to services

provided in connection with patient care at Piedmont's Anderson, South

Carolina, office, the August 2017 agreement referred to services provided

in connection with patient care at Piedmont's office in Greenville, South

Carolina. The August 2017 agreement contained the same arbitration

clause that was contained in the April 2017 agreement. It also contained

the signatures of a representative of both Piedmont and DRD. Other

than the office location, the agreements are virtually identical. During

the arbitration proceedings, Piedmont produced a large amount of

4 SC-2024-0264

documentation relating to services that had been provided in connection

with patient care at the Greenville office.

At some point, it became apparent that the parties could not locate

a version of the April 2017 agreement that had been executed by DRD.

When that circumstance became clear, rather than stipulating or

otherwise acknowledging that the April 2017 agreement was valid and

binding, the defendants filed an amended answer in the arbitration

proceedings denying that they were bound by the terms of the April 2017

agreement.

After the defendants amended their answer, Piedmont requested

that the arbitrator remand the matter to the trial court. Piedmont

reasoned that the defendants had improperly induced the trial court to

send the matter to arbitration without an enforceable contract (i.e., the

April 2017 agreement). In response, the defendants argued, among other

things, that Piedmont could not seek to enforce the April 2017 agreement

without also being bound by its arbitration clause.

In response to Piedmont's request, the arbitrator entered an order

outlining the parties' positions and concluding as follows:

"Federal law requires arbitration of claims encompassed by an arbitration clause that is part of a binding contract. 5 SC-2024-0264

However, pursuant to Alabama law, whether a valid contract was actually formed and entered is a determination to be made by a Court. When a party is seeking to enforce an arbitration clause, the initial question of whether a valid contract exists between the parties is to be decided by a trial court, not an arbitrator. J.C. Bradford & Co., L.L.C. v. Vick, 837 So. 2d 271, (Ala. 2002); citing Lee v. YES of Russellville, Inc., 784 So. 2d 1022 (Ala. 2000). If the underlying agreement which contains the arbitration clause is not valid and enforceable as [the defendants] assert, there is no basis for jurisdiction in the arbitration proceeding.

"The underlying assertions occurred in the Circuit Court of Mobile, County, Alabama in case number CV-2022-901045. The Arbitrator does not believe the [American Health Lawyers Association] Rules or applicable law permit him to directly remand a proceeding to a state Court as requested by [Piedmont]. However, in its Order Granting Motion To Compel Arbitration, the Circuit Court of Mobile County, Alabama stayed the litigation but retained jurisdiction over case number CV-2022-901045. [Piedmont] is authorized to assert in that Court and case the matters and issues it complained of in this Motion. This arbitration is stayed pending further order of the Arbitrator, which may include status review, administrative actions or an order dismissing this action."

On November 17, 2023, Piedmont filed a motion requesting that the

trial court lift the stay that had been entered pending arbitration,

asserting that the defendants could not insist on arbitration while

simultaneously denying the existence of the April 2017 agreement. The

defendants filed a response in opposition in which they argued that

Piedmont could not seek the benefits of the April 2017 agreement while 6 SC-2024-0264

also avoiding its arbitration clause. The defendants also stressed that

Piedmont appeared to be seeking damages related to services provided

pursuant to the fully executed August 2017 agreement, which contains

the same arbitration clause that is contained in the April 2017

agreement. Later, the defendants filed a supplemental response in which

they asserted that "any legal claims relating to the Greenville clinic are

governed by the August 2017 Agreement and must be determined

exclusively by the Arbitrator." The trial court granted Piedmont's motion

and lifted the stay. The trial court subsequently denied the defendants'

motion to reconsider, and the defendants appealed. See Rule 4(d), Ala.

R. App. P. (allowing an appeal from orders granting or denying motions

to compel arbitration); Norvell v. Parkhurst, 261 So. 3d 300, 305 (Ala.

2017) (holding that a trial court's order lifting a stay of an action pending

arbitration was appealable under Rule 4(d)). 2

This Court applies a de novo standard of review when considering

an order denying a request to compel arbitration. STV One Nineteen

Senior Living, LLC v. Boyd, 258 So. 3d 322, 324 (Ala. 2018). The party

2Piedmont filed a motion to dismiss the defendants' appeal, arguing

that the trial court's order was not appealable under Rule 4(d). That motion was denied by an order of the Clerk of this Court. 7 SC-2024-0264

seeking to compel arbitration has the burden to demonstrate the

existence of an arbitration agreement evidencing a transaction involving

interstate commerce. Id. If the party seeking arbitration meets that

burden, the party opposing arbitration must then demonstrate that the

arbitration agreement is invalid or otherwise does not apply to the

parties' dispute. Id. It is undisputed that the agreements referenced in

this case involve interstate commerce. 3

The defendants argue that claims based on services provided under

the August 2017 agreement, which undisputedly was signed by

representatives of both DRD and Piedmont, clearly must be arbitrated.

Piedmont's complaint referenced only the April 2017 agreement, which

refers to services provided in connection with patient care at Piedmont's

Anderson, South Carolina, clinic, and Piedmont attached that agreement

to its complaint in the trial court. Piedmont made no clear attempt in its

3In its earlier order granting the defendants' motion to compel arbitration, the trial court sent the entire action to arbitration despite the fact that the only defendant expressly identified in the relevant agreements as a party to those agreements is DRD. The parties, however, do not clearly raise as an issue on appeal whether the other defendants may enforce the arbitration clauses. The trial court also sent all of Piedmont's causes of action, including its tort-based claims, to arbitration. The parties also do not clearly raise as an issue whether all of Piedmont's causes of action should be arbitrated. 8 SC-2024-0264

complaint to base its claims on any other agreement. It was not until

discovery in the arbitration proceedings, when Piedmont produced

thousands of documents pertaining to reimbursement claims made in

connection with care provided at Piedmont's Greenville, South Carolina,

clinic, that Piedmont signaled that it is most likely seeking damages

related to the August 2017 agreement. We agree with the defendants

that, to the extent that Piedmont raises claims "arising out of, or by

reason of," that agreement, "or any of the transactions contemplated [by

that agreement]," those claims are subject to arbitration.4

As for claims based on services provided pursuant to the April 2017

agreement, in their initial brief to this Court, the defendants point to

precedent indicating that a party cannot seek the benefits of a contract

4Piedmont asserts that the defendants have denied the existence of

any governing agreement by denying the allegations of a particular paragraph of Piedmont's statement of claim that was filed in the arbitration proceedings. Thus, Piedmont asserts, the defendants cannot seek to enforce the arbitration clause in the August 2017 agreement while allegedly denying that agreement's existence. But the relevant paragraph in the statement of claim does not reference the August 2017 agreement; it refers only to a single "Administrative and Claims Services Agreement." And the statement of claim later defines that agreement as the April 2017 agreement. Moreover, the defendants concede in their brief to this Court that the August 2017 agreement exists and governs claims based on services provided pursuant to that agreement. 9 SC-2024-0264

and, at the same time, avoid an arbitration clause contained therein. See,

e.g., Bowen v. Security Pest Control, Inc., 879 So. 2d 1139, 1143 (Ala.

2003) ("A plaintiff cannot seek the benefits of a contract but at the same

time avoid the arbitration provision in the contract."); Infiniti of Mobile,

Inc. v. Office, 727 So. 2d 42, 48 (Ala. 1999) (holding that a party who

based fraud and breach-of-warranty claims on a contract between her

husband and Infiniti of Mobile, Inc., could not avoid the arbitration

provision in the contract). According to the defendants, Piedmont relies

on the April 2017 agreement in support of its theories of liability in this

action. Thus, they assert, Piedmont cannot claim the benefits of that

agreement while also avoiding the arbitration clause contained therein.

As noted, Piedmont takes the position that the defendants cannot seek to

enforce the arbitration clause in the April 2017 agreement and,

simultaneously, insist that that agreement essentially does not exist

because it was not signed by a representative of DRD. Piedmont asserts

in its brief to this Court that it is the defendants that "are picking and

choosing the terms of the contract they want to be valid, not Piedmont."

In anticipation of that argument, the defendants assert in their initial

brief to this Court that "[t]he lack of evidence of a valid [April 2017

10 SC-2024-0264

agreement] will cause Piedmont's Breach of Contract claim to fail and

prevent the arbitrator from awarding contractual damages; it does not[,]

however, destroy jurisdiction in the arbitration proceedings." There is,

however, no discussion of authority in the defendants' brief that would

support the proposition that a party may seek to enforce an arbitration

clause contained in the same agreement that the party simultaneously

claims does not exist at all.

Regardless of these arguments, the trial court ordered arbitration

of the claims that are based on the April 2017 agreement in an order

entered in August 2022, and there was no appeal from that order. " 'An

order granting a motion to compel arbitration is a final judgment,

Bowater, Inc. v. Zager, 901 So. 2d 658, 667 (Ala. 2004), and

"failure to take an appeal from it within the 42-day time period forecloses later appellate review." 901 So. 2d at 664.' Alabama Psychiatric Servs., P.C. v. Lazenby, 292 So. 3d 295, 299 (Ala. 2019)."

McMurray Contracting, LLC v. Hardy, 392 So. 3d 709, 713 (Ala. 2023).

This Court has also indicated that a trial court loses jurisdiction to modify

or set aside a final judgment 30 days after its entry. Ex parte

Chmielewski, 280 So. 3d 386, 389 (Ala. 2018). It was not until more than

a year after the trial court compelled arbitration that Piedmont sought 11 SC-2024-0264

to have the trial court's order set aside. Because the time for review of

the trial court's final order compelling arbitration of claims based on the

April 2017 agreement had long expired, the trial court had no jurisdiction

to entertain Piedmont's request to lift the stay and, effectively, set aside

the arbitration order. "It is well settled in Alabama that a judgment or

order entered by a trial court without subject-matter jurisdiction is void."

Ex parte Hare, Wynn, Newell & Newton, LLP, [Ms. SC-2023-0908, May

24, 2024] ___ So. 3d ___, ___ (Ala. 2024).5

To the extent that the trial court's order lifting the stay effectively

set aside its earlier order compelling arbitration of claims that are based

on the April 2017 agreement, that order is void. To the extent the order

refused to compel arbitration of claims "arising out of, or by reason of,"

the August 2017 agreement "or any of the transactions contemplated [by

that agreement]," we conclude that the trial court erred. Accordingly, we

5There has been no argument in this case that the trial court could

have properly set aside its order compelling arbitration under Rule 60(b), Ala. R. Civ. P., which allows courts to grant relief from judgments in certain limited circumstances, none of which would appear to apply here. 12 SC-2024-0264

reverse the trial court's order and remand the matter for further

proceedings consistent with this opinion. 6

REVERSED AND REMANDED.

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

Shaw, J., concurs in part and concurs in the result, with opinion.

Mitchell, J., concurs in part and concurs in the result, with opinion.

Bryan, J., concurs in the result.

6We do not express an opinion on the validity of the defendants'

argument that the April 2017 agreement does not exist even though it appears that the parties engaged in significant transactions pursuant to that agreement, on whether the defendants clearly suggested the agreement's validity in seeking to compel arbitration of claims based on that agreement, or on any other rationale that might support the conclusion that the agreement is valid. 13 SC-2024-0264

SHAW, Justice (concurring in part and concurring in the result).

I concur with the analysis of the main opinion holding that the trial

court had no jurisdiction to lift its stay of the underlying action pending

its arbitration or to set aside any order compelling arbitration under the

April 2017 agreement. As to the whether any arbitration provision in the

August 2017 agreement is due to be enforced, I express no opinion. I see

no jurisdiction by the trial court, in considering the motion to lift the stay,

to separately address it.

14 SC-2024-0264

MITCHELL, Justice (concurring in part and concurring in the result).

I agree that the Mobile Circuit Court's decision to lift the arbitral

stay must be reversed for lack of jurisdiction. Because no party filed a

timely postjudgment motion, the circuit court's order compelling

arbitration became final after 30 days. See McMurray Contracting, LLC

v. Hardy, 392 So. 3d 709, 713 (Ala. 2023). And by compelling arbitration,

the circuit court necessarily decided that there was a valid agreement to

arbitrate, even if it did not explicitly say so in its order. Thus, the circuit

court acted without jurisdiction when, over a year later, it lifted the stay

and allowed a challenge to the arbitration agreement.

But I take no position as to the majority opinion's analysis of the

August 2017 agreement. As the majority opinion notes, the complaint

was based only on the April 2017 agreement, not the August 2017

agreement. Consequently, when the circuit court compelled arbitration,

it did so only for claims arising out of the April 2017 agreement. And

when the circuit court erroneously lifted the stay over a year later, it

similarly did so only for claims related to the April 2017 agreement. We

therefore cannot address arbitration under the August 2017 agreement

because the circuit court never ruled on that issue.