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ALABAMA COURT OF CIVIL APPEALS
OCTOBER TERM, 2009-2010

_________________________ 2080256 _________________________
Directory Assistants, Inc. v. Cooke, Cameron, Travis and Company, P.C. Appeal from Jefferson Circuit Court (CV-07-902773)

After Remand from the Alabama Supreme Court _________________________ 2081186 _________________________
Cooke, Cameron, Travis and Company, P.C. v.

Directory Assistants, Inc. Appeal from Jefferson Circuit Court (CV-09-1775) PITTMAN, Judge. These consolidated appeals arise out of a dispute between an Alabama law firm, Cooke, Cameron, Travis and Company, P.C. ("the law firm"), and a Connecticut advertising-consulting firm, Directory Assistants, Inc. ("the consulting firm").

In

June 2006, the law firm and the consulting firm entered into a three-page written agreement pursuant to which the

consulting firm agreed to help the law firm to "identify business factors"; to "disclos[e] information, cost saving suggestions, theories, options, and advice" to be considered by the law firm in contracting for its printed and online telephone-directory advertising; to assist the law firm with advertising advertising design and placement; and to to review and and verify current

placement;

review

verify

advertising costs and forecast future costs.

The consulting

firm agreed to perform those actions for three years in consideration for payment of a fee based upon cost savings inuring to the law firm. The contract further contained the

following provisions regarding to resolution of disputes:

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2080256/2081186 "The parties agree to resolve any dispute arising out of or relating to this contract through confidential binding arbitration conducted pursuant to the Federal Arbitration Act and agree to choose a mutually agreeable arbitration service, location and choice of law forum. In the event the parties are unable to agree on an arbitration service, location or choice of law forum for the arbitration, or if one party refuses to participate in choosing, the party filing the demand shall have the sole right to choose the arbitration service, the location of the arbitration and the choice of law forum and both parties hereby expressly consent to and waive any and all objections to the arbitration service, all jurisdictional issues or the choice of law forum chosen. "The arbitration will be administered under the chosen service's most expedited commercial arbitration rules. The parties agree the total arbitrator compensation will not exceed $2,500.00 total and that each side will be limited to two witnesses. The [alternative dispute resolution] service will render an award within forty-five days of the appointment of an arbitrator. Within two weeks of a demand being filed, [the consulting firm] agrees to provide the [law firm] with its complete file and the [law firm] agrees to provide [the consulting firm] with all its advertising contracts and confirming orders for the past three years. Failure to do so will waive any objection to [the consulting firm's] damage[s] calculation. The parties agree that if the arbitrator finds there is a contract, he/she is required to award [the consulting firm] all its attorney's fees, all arbitration costs and all interest from the date the first book in the baseline program closes. "The parties also agree the arbitrator will have no authority to award punitive damages, will not render any 'middle ground' or 'compromise awards' and must hold the parties to the tenns of the contract. A
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2080256/2081186 judgment upon an arbitration award may be obtained and entered upon the award in any court in either Connecticut or the home state of the [law firm], at the option of the prevailing party, and both parties hereby expressly consent to and waive any objection to the jurisdiction of the court selected by the prevailing party for purposes of seeking a judgment on any arbitration award." The contract bears signatures of representatives of both parties that are dated June 8, 2006. At some point after the contract was signed,

representatives of the law firm notified one of the consulting firm's agents that the law firm would need no services

provided by the consulting firm because the law firm would no longer be advertising in commercial telephone directories in Alabama. Although the consulting firm issued an invoice to

the law firm seeking payment for consulting services, the law firm refused to pay the invoice, denying that the law firm owed any monetary obligation to the consulting firm. The

consulting firm then notified the law firm that the consulting firm would be initiating arbitration proceedings. In December 2007, an arbitrator held a hearing and then rendered a

decision as to the parties' dispute in which it was determined that the parties' contract was "valid and enforceable," that the parties' dispute was arbitrable, and that the law firm was
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2080256/2081186 due to pay the consulting firm liquidated damages of

$23,716.80 plus late fees, copying costs, and arbitration costs. While the arbitration proceedings were taking place, the law firm filed a complaint in the Jefferson Circuit Court. The law firm sought a declaratory judgment that, among other things, determined the alleged contract between the parties to be void on the authority of Alabama's "door-closing" statute, Ala. Code 1975,

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