Brickhouse Capital, LLC v. Coastal Cryo AL, LLC, and Andres L. Santa (Baldwin Circuit Court: CV-21-900028).

Rel: December 15, 2023




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, 2023-2024

                                _________________________

                                         SC-2023-0159

                                _________________________

                               Brickhouse Capital, LLC

                                                  v.

                 Coastal Cryo AL, LLC, and Andres L. Santa

                       Appeal from Baldwin Circuit Court
                                 (CV-21-900028)

COOK, Justice.

       This is a fraudulent-inducement case. The jury found for the third-

party plaintiffs, Andres L. Santa and Coastal Cryo, AL, LLC ("Coastal"),

and the Baldwin Circuit Court entered a judgment on the jury's verdict.
SC-2023-0159

Now the third-party defendant, Brickhouse Capital, LLC ("Brickhouse"),

appeals.

     Well-settled Alabama fraud law requires reasonable reliance by the

plaintiff, which normally includes a duty to read a contract before signing

it. When a plaintiff fails to do so, this Court may determine as a matter

of law that the plaintiff's reliance on the alleged fraud of the other party

to the contract was unreasonable and that the plaintiff's fraud-in-the-

inducement claim fails. Alabama law does not relax that requirement,

and there is no enhanced duty to disclose on the part of the other

contracting party simply because a contract is entered via an electronic

transaction -- here, via an Internet-based contract-management platform

known as "DocuSign."

     As explained below, because Santa and Coastal failed to satisfy this

crucial element of their fraud-in-the-inducement claim, we reverse the

judgment in their favor and render a judgment in favor of Brickhouse.

                      Facts and Procedural History

     In March 2019, Santa purchased Coastal, a cryotherapy business

in Foley. As a result of that purchase, Santa inherited a "CryoSkin," a

device used for cryotherapy. That device, however, was subject to a

                                     2
SC-2023-0159

revenue-sharing agreement that required Santa to pay the corporation

that manufactured the CryoSkin device 50% of Coastal's profits.

     Because of that revenue-sharing agreement, Santa decided to

replace the CryoSkin device with something more economical. While

shopping around for a replacement, Santa discovered the "CryoFusion,"

a device manufactured by BWF Technologies ("BWF"), on a Facebook

social-media page for professionals in the cryotherapy business.

     After coming across the CryoFusion on Facebook, Santa contacted

BWF about the device, and BWF's representative directed him to Taylor

Frisch at Sleek Body Sculpting ("Sleek"). A few days later, Frisch directed

Santa to Dustin Christianson at Brickhouse to discuss financing the

device.

     After a short email exchange, Christianson and Santa spoke on the

phone. Santa testified that, during that phone call, he said to

Christianson: "[H]ey, I don't know Taylor. Can you inform -- is this a

legitimate guy, is this a legitimate machine. It's brand new. You know, is

it going to work as they're saying that it's going to work." According to

Santa, Christianson responded: "[Y]es, it will."

     At the end of the call, Christianson sent Santa an email with a lease


                                    3
SC-2023-0159

application attached to it and told Santa to "print the attached

application and scan it back or apply online." That application referred

to Santa as the "lessee" nine times and used the term "Lease Application"

twice. In fact, directly above Santa's signature, the application states:

"This Lease Application is an application for a finance lease, as that term

is defined in the Uniform Commercial Code as adopted by Arizona." That

application also authorized Brickhouse to disclose the information

submitted by Santa to Brickhouse's "assigns, affiliates and other third

parties." Santa completed and signed that application shortly after

receiving it.

      A week later, a different Brickhouse employee emailed Santa a

DocuSign link that read "REVIEW DOCUMENT" and requested that

Santa "review the attached proposal, … initial and sign where indicated,"

upload a copy of his driver's license, and provide a "business check in the

amount of $1,372.18 (applied to your first lease payment and $250

documentation fee at funding)." (Capitalization in original.)

      Santa initialed and signed that second document via the DocuSign

platform. That document was titled "Lease Proposal." The lease proposal

stated: "Brickhouse … is pleased to propose the following lease terms for


                                    4
SC-2023-0159

your consideration." The proposal also referred to Santa's monthly

payment as a "lease payment," referred to Coastal as "lessee" eight times,

including in the line directly above the signature block, and referred to

Brickhouse as "lessor" one time.

     Over a month later, on May 17, 2019, Santa received and signed a

third document from Brickhouse.         That document also came via the

DocuSign platform and was titled "Lease Agreement." It listed Pawnee

Leasing Corp. ("Pawnee"), an out-of-state equipment-leasing and

financing company, as "lessor," Coastal as "lessee," and Santa as

"guarantor." The agreement also stated in at least 40 different places that

it was a "lease." In addition to containing that terminology, the

agreement also provided the following warning directly above where

Santa was directed to place his signature: "DO NOT SIGN THIS LEASE

UNLESS YOU UNDERSTAND AND AGREE TO ALL OF ITS TERMS

(INCLUDING PAGES 2-3)." (Capitalization in original.) Finally, directly

above where Santa was directed to initial the last page, the agreement

stated in large font: "if you request in writing we will send you a copy of

this Lease in larger type."

     Although Santa admitted that he had signed that third document


                                    5
SC-2023-0159

via the DocuSign platform, he testified at trial that he had not realized

that the document was a lease agreement with Pawnee until after he had

signed it. He also testified that he did not read or review the lease

agreement "before [he] signed it" because, according to his testimony at

trial, "[w]ith DocuSign, you can't [read the document] until you click all

the buttons and you get to the end."

      At trial, Brickhouse's corporate representative testified that, after

a person receives an email with the DocuSign link to a document, the

DocuSign platform allows the person to review the document by

"scroll[ing] through that document like any other document on your

screen." She also testified that there is "an option at the top [of the screen]

to download [the document]. And then there's another option at the end

to download [the document]. And that's how you can review [the

document] and when you're ready to sign, there's a button to click [to]

start signing."

      A little over a month after Santa signed the lease agreement with

Pawnee, Santa received the new CryoFusion device from Sleek.

According to the record, from July 15, 2019, to July 15, 2020, Santa made

regular monthly payments to Pawnee per the terms of the lease


                                      6
SC-2023-0159

agreement. However, when Santa missed his monthly payments in

August and September of 2020, Pawnee sent him a notice of acceleration.

     Eventually, Pawnee brought a breach-of-contract action against

Coastal and Santa to recover the remaining balance on the lease

agreement. In their answer to Pawnee's complaint, Coastal and Santa

denied liability and added Brickhouse as a third-party defendant to the

lawsuit. Coastal and Santa asserted multiple claims against Brickhouse,

including a claim of fraud in the inducement.

     After discovery was completed and Brickhouse's numerous

dispositive motions were denied, Pawnee's breach-of-contract claim and

Coastal and Santa's fraudulent-inducement claim were tried before a

jury on December 12, 2022. At the close of all the evidence, Brickhouse

moved for judgment as a matter of law. The judge denied Brickhouse's

motion, and the case was submitted to the jury.

     The jury returned a verdict against Coastal and Santa on Pawnee's

breach-of-contract claim and awarded Pawnee damages in the amount of

$1. The jury also returned a verdict against Brickhouse on Coastal and

Santa's fraudulent-inducement claim. It awarded Coastal and Santa

compensatory damages in the amount of $20,000 and punitive damages


                                   7
SC-2023-0159

in the amount of $60,000. The trial court entered its judgment on

December 22, 2022, and Coastal and Santa satisfied the $1 judgment in

favor of Pawnee.

     Brickhouse, however, filed a renewed motion for a judgment as a

matter of law or, in the alternative, for a new trial. In its motion,

Brickhouse argued that Coastal and Santa had failed to present evidence

at trial indicating that Santa had "reasonably relied" upon any statement

or omission by Brickhouse. Specifically, Brickhouse argued that Coastal

and Santa had failed to present any evidence that excused Santa from

his duty to read the lease agreement and investigate before signing it.

Stated simply, Brickhouse argued that it was entitled to a judgment as a

matter of law or a new trial because the evidence presented at trial

conclusively showed that Santa's reliance was not reasonable because he

had failed to read the lease agreement or investigate the terms of the

lease agreement before signing it.

     In response, Coastal and Santa argued that Santa's duty to read

and investigate the terms of the lease agreement was excused because

the DocuSign platform restricted Santa's right to review and read the

lease agreement during the signing process. According to them, because

                                     8
SC-2023-0159

the jury is responsible for deciding reasonableness when the ordinary

rule pertaining to a signee's duty to read and investigate does not apply,

the trial court was required to defer to the jury's finding that Santa's

reliance on Brickhouse's representations or omissions was reasonable.

     On April 24, 2023, Brickhouse's postjudgment motion was denied

by operation of law under Rule 59.1, Ala. R. Civ. P. Brickhouse now

appeals.

                           Standard of Review

     This Court reviews a trial court's denial of a motion for a judgment

as a matter of law de novo. Protective Life Ins. Co. v. Apex Parks Grp.,

LLC, 

, 1038-39 (Ala. 2020). In doing so, we must

determine "'"whether there was substantial evidence, when viewed in

the light most favorable to the nonmoving party, to produce a factual

conflict warranting jury consideration."'" 

 (citations omitted).

"[S]ubstantial evidence is evidence of such weight and quality that fair-

minded persons in the exercise of impartial judgment can reasonably

infer the existence of the fact sought to be proved." West v. Founders Life

Assurance Co. of Florida, 

 (Ala. 1989).

                               Discussion

                                    9
SC-2023-0159

     This case presents two questions on appeal. First, this Court must

decide whether Santa reasonably relied upon the alleged fraud of

Brickhouse.    Second, we must determine if the use of an electronic-

signature program -- here, the DocuSign platform -- warrants the

modification of our current law on reasonable reliance and the duty of

disclosure.

                    I. Fraud Under Our Current Law

     We first address the threshold question whether the evidence

presented at trial was sufficient to warrant a jury determination about

Brickhouse's conduct under our current law governing fraud. "'"'The

elements of fraud are (1) a false representation (2) of a material existing

fact (3) reasonably relied upon by the plaintiff (4) who suffered damage

as a proximate consequence of the misrepresentation.'"'" Exxon Mobil

Corp. v. Alabama Dep't of Conservation & Nat. Res., 

 (Ala. 2007) (quoting Saia Food Distribs. & Club, Inc. v. SecurityLink

from Ameritech, Inc., 

 (Ala. 2004), quoting in turn

Waddell & Reed, Inc. v. United Invs. Life Ins. Co., 

(Ala. 2003), quoting in turn Padgett v. Hughes, 

 (Ala.

1988)). To establish fraud, a plaintiff may assert a claim of either (1)


                                    10
SC-2023-0159

fraudulent misrepresentation or (2) fraudulent suppression/failure to

disclose. Cherokee Farms, Inc. v. Fireman's Fund Ins. Co., 

 (Ala. 1988).

      The parties do not clearly identify the alleged fraud in this case.

From the briefs, we assume that the allegedly fraudulent conduct either

(1) relates to the fact that the transaction was a lease rather than a loan

or (2) relates to alleged oral statements by Brickhouse's agent, Dustin

Christianson, vouching for the manufacturer of the CryoFusion device

and the device's anticipated performance.         Also, because the parties'

briefs are unclear, we will consider Coastal and Santa's fraudulent-

inducement claim as to the lease both (1) as a claim of fraudulent

misrepresentation and (2) as a claim of fraudulent suppression/failure to

disclose.

            A. Fraudulent Misrepresentation As to Whether the Agreement
               At Issue Was a "Lease"

      A misrepresentation amounts to fraud when "'one party[]

misrepresent[ed] a material fact concerning the subject matter of the

underlying      transaction   and   the   other   party[]   rel[ied]   on   the

misrepresentation to his, her, or its detriment in executing a document

or taking a course of action.'" Johnson Mobile Homes of Alabama, Inc. v.
                                     11
SC-2023-0159

Hathcock, 

 (Ala. 2003) (quoting Oakwood Mobile

Homes, Inc. v. Barger, 

 (Ala. 2000)) (emphasis

omitted). However, it is not enough for the party claiming fraud to simply

show that there was a misrepresentation upon which he or she relied.

See, e.g., Foremost Ins. Co. v. Parham, 

 (Ala. 1997).

Rather, the party claiming fraud must also demonstrate that his or her

reliance on the misrepresentation was reasonable. Wright Therapy

Equip., LLC v. Blue Cross & Blue Shield of Alabama, 

(Ala. 2008) ("This Court has stated that 'fraudulent-inducement claim[s]

[are] governed by the "reasonable-reliance" standard.'"            (citation

omitted)).

     Under the reasonable-reliance standard, this Court has repeatedly

affirmed that "a plaintiff who is capable of reading documents, but who

does not read them or investigate facts that should provoke inquiry, has

not reasonably relied upon a defendant's oral representations that

contradict the written terms in the documents." AmerUs Life Ins. Co. v.

Smith, 

 (Ala. 2008). As this Court explained in Alfa

Life Insurance Corp. v. Colza, 

 (Ala. 2014),

             "[w]e do not think it unreasonable to conclude as a
             matter of law that, in this day and age, any adult
                                     12
SC-2023-0159

           of sound mind capable of executing a contract
           necessarily has a conscious appreciation of the risk
           associated with ignoring documents containing
           essential terms and conditions related to the
           transaction that is the subject of the contract."

     In this case, Brickhouse argues that any misrepresentations that it

allegedly made to Coastal and Santa cannot be used to support a fraud

claim against it because (1) Coastal and Santa do not dispute that Santa

failed to read the lease agreement before signing it and (2) the written

terms in the agreement contradict any alleged misrepresentations that

the agreement was a loan agreement with Pawnee.

     Reasonable reliance is an element of a fraud claim. This Court has

repeatedly held, as a matter of law, that evidence of reasonable reliance

is lacking when a plaintiff fails to read documents that contradict the

alleged misrepresentations. Alfa Life Ins. Corp., 

;

Foremost Ins. Co., 

; Brushwitz v. Ezell, 

 (Ala. 2000); Syx v. Midfield Volkswagen, Inc., 

 (Ala.

1987).

     Here, it is undisputed that Santa and Coastal received multiple

documents stating that the agreement at issue was a lease. This included

(1) the lease agreement itself, which Santa signed; (2) the lease


                                   13
SC-2023-0159

application, which referred to Santa as the "lessee" nine times and used

the term "Lease Application" twice (and which Santa signed); and (3) the

"Lease Proposal" (which Santa previously signed via the DocuSign

platform), which stated that it was a proposal for a "lease," referred to

payments as "lease payment[s]," and referred to Coastal as "lessee" eight

times. It is also undisputed that Santa failed to read the lease agreement

before he signed it. Under these circumstances, Coastal and Santa cannot

establish reasonable reliance in support of their claim.1




     1In   addition, Santa testified at trial that he had stated to
Christianson, Brickhouse's agent: "[H]ey, I don't know [the
manufacturer's sales representative]. Can you inform -- is this a
legitimate guy, is this a legitimate machine. It's brand new. You know, is
it going to work as they're saying that it's going to work." According to
Santa, Christianson responded: "[Y]es, it will." Brickhouse contends that
Christianson's response was "puffery" or "sales talk." "[S]tatements of
opinion amounting to nothing more than 'puffery' or predictions as to
events to occur in the future are not statements concerning material facts
upon which individuals have a right to act and, therefore, will not support
a fraud claim." Fincher v. Robinson Bros. Lincoln-Mercury, 

 (Ala. 1991) (holding that a car salesman's oral statements that
a car "was a 'fine car,' that it 'would be dependable and reliable and that
it would give [the buyer] good service,' that it 'was well-suited for [the
buyer's] purposes,' and that it 'was well and properly constructed,'" 

, were not false statements of material facts because the
statements were merely the salesman's opinions and predictions on how
the car would work in the future).


                                    14
SC-2023-0159

        B. Fraudulent Suppression As to Whether the Agreement at
           Issue Was a "Lease"

     Coastal and Santa argue, however, that Santa's failure to read the

agreement is not fatal to their fraudulent-inducement claim because,

they say, the DocuSign platform did not permit Santa to review and to

sign the agreement contemporaneously. Santa and Coastal argue "that

there must be time for the signee to have the contract reviewed by

counsel, etc. or for the consumer to review the hard copy and/or have the

opportunity to rescind if agreements were false, misleading or incorrect"

and that we should defer to the jury's verdict because its "finding is

consistent with existing caselaw." Santa and Coastal's brief at 31

(emphasis added).

     As an initial matter, Coastal and Santa do not cite any statute, case,

or other legal authority to support their argument. It is also unclear if

they are (1) asking for an enhanced duty to disclose because this is an

electronic transaction or (2) if they are asking for the duty-to-read




      Santa and Coastal do not argue in their brief on appeal that
Christianson's oral statements amounted to fraud, nor do they refute
Brickhouse's assertion in its appellate briefing that the statements were
"puffery" or "sales talk." Thus, we need not decide this issue, and we hold
that Coastal and Santa waived any such argument.
                                     15
SC-2023-0159

requirement for reasonable reliance to be relaxed in this case. We will

consider both possible arguments.

     The concealment of a fact or the failure to disclose a fact amounts

to fraud when there is: "'(1) the suppression of a material fact (2) that the

defendant has a duty to communicate (3) because of a confidential

relationship between the parties or because of the circumstances of the

case and (4) injury resulting as a proximate consequence of the

suppression.'" Banks v. SCI Alabama Funeral Servs., Inc., 

 (Ala. Civ. App. 2001) (quoting Ex parte Dial Kennels of Alabama, Inc.,

 (Ala. 1999)). The first element can be established if a

party actively conceals (that is, suppresses) a material fact or fails to

disclose a fact when there is some special reason giving rise to a duty to

disclose. Chiepalich v. Chiepalich, [Ms. SC-2023-0191, Aug. 11, 2023]

____ So. 3d ____, ____ (Ala. 2023). A duty to disclose "'may arise from the

confidential relations of the parties or from the particular circumstances

of the case.'" Freightliner, L.L.C. v. Whatley Cont. Carriers, L.L.C., 

 (Ala. 2005) (quoting § 6-5-102, Ala. Code 1975). Whether

there was "'"a duty to disclose is a question of law to be determined by

the trial court,"'" and in making its determination, "'[t]he trial court


                                     16
SC-2023-0159

must consider … "(1) the relationship of the parties; (2) the relative

knowledge of the parties; (3) the value of the particular fact; (4) the

plaintiffs' opportunity to ascertain the fact; (5) the customs of the trade;

and (6) other relevant circumstances."'" Id. (quoting Armstrong Bus.

Servs., Inc. v. AmSouth Bank, 

 (Ala. 2001), quoting

in turn Barnett v. Funding Plus of America, Inc., 

(Ala. 1999), and State Farm Fire & Cas. Co. v. Owen, 

, 842-

43 (Ala. 1998)) (emphasis added).

     Coastal and Santa make no suppression argument here. For

instance, they make no claim that Brickhouse manipulated the DocuSign

platform to conceal information, and there are no facts in the record that

would indicate any such manipulation occurred. Although Santa used the

DocuSign platform earlier in this very same transaction when he signed

the lease proposal from Brickhouse, he made no objection at the time

about the use of the DocuSign platform, and he makes no claim now that

there was anything improper about the use of the platform at that time.

Moreover, there is no evidence indicating that Brickhouse played any role

in the creation of the DocuSign platform, which all parties agree is a well-

known and widely used Internet-based contract-management platform.


                                    17
SC-2023-0159

     To the extent that Santa and Coastal are arguing that the electronic

nature of the transaction created the duty to disclose, they are mistaken.

Alabama law has long held that "'mere silence in the absence of a duty

to disclose is not fraudulent'" and that "'whether one has a duty to speak

depends upon a fiduciary, or other, relationship of the parties, the value

of the particular fact, the relative knowledge of the parties, and other

circumstances of the case.'" Freightliner, 

 (quoting

Mason v. Chrysler Corp., 

 (Ala. 1995)). Stated

differently, absent a confidential relationship or other particular

circumstance giving rise to the duty, there is "'no obligation to disclose

information'" when the parties "'deal with each other at arm's length.'"

 (quoting Mason, 

). Here, Coastal and Santa do not

allege, and the record does not show, that a confidential or fiduciary

relationship existed between the parties. And, as noted above, the fact

that the transaction involved a lease was disclosed in numerous ways in

numerous documents, and Coastal and Santa provide no Alabama

authority indicating that there must be yet another disclosure simply

because this was an electronic transaction.

     Coastal and Santa also appear to claim that the use of the DocuSign


                                   18
SC-2023-0159

platform violates a signee's "reasonable rights of review" and therefore

excuses the signee from the duty-to-read rule, because, they say, the

DocuSign platform does not allow a signee to review a document "during

the actual signing process." Santa and Coastal's brief at 14 (emphasis

added). This is mistaken both as a matter of law and matter of fact.

     The duty-to-read rule places a duty on the signee to read a contract

before signing it, rather than creating some duty on the defendant. Alfa

Life Ins. Corp. v. Reese, 

 (Ala. 2015). This Court's

prior decisions have repeatedly affirmed "the strict duty of a party to read

the documents he or she is provided in connection with a transaction -- a

duty that is limited only by the extremely narrow grounds set forth in

Potter v. First Real Estate Co., 

 (Ala. 2002)." Colza, 

. Under those extremely narrow grounds, "the duty-to-read

rule may be avoided when … there are special circumstances or a special

relationship between the parties or the plaintiff suffers from a disability

rendering him or her unable to discern the contents of the document."

Reese, 

 (citing Potter v. First Real Estate Co., 

 (Ala. 2002)).

     Coastal and Santa's brief does not mention -- let alone explain --


                                    19
SC-2023-0159

how any of the foregoing exceptions are applicable in this case. Coastal

and Santa do not allege, and the record does not reflect, that Santa

suffers from a disability that prevented him from reading and

understanding the lease agreement or that a confidential relationship

existed between Santa and Brickhouse. Contra Potter, 

(holding that special relationship existed between the buyers' and the

seller's real-estate agent, who told the buyers that she represented the

buyers "as much as she represented the seller" of the property the buyers

were purchasing).

     Moreover, to the extent that Coastal and Santa allege that the

characteristics of the DocuSign platform's signature process amount to

"special circumstances" that relieved Santa of the duty to read, this Court

has previously held that a party must offer some authority in support of

his or her proposition that a "special circumstance" exists. See Reese, 

. For example, in Reese, a signee brought a fraudulent-

inducement claim against the defendant on the ground of fraudulent

misrepresentation; however, the undisputed facts of the case revealed

that the signee had signed an insurance-policy application that

contradicted any earlier fraudulent representation and that she "did not


                                    20
SC-2023-0159

read the application." 

. In an attempt to overcome the duty-to-

read rule, the signee argued that her reliance had been reasonable

because "the fact that the application was completed on a laptop

computer and had to be signed on a separate signature pad constitute[d]

'special circumstances'" that took away her "reasonable opportunity" to

read the application and thus excused her from the duty to read. 

. Unsurprisingly, this Court held that the signee had failed to

prove that the "special circumstance" exception applied because she had

not offered any authority in support of her argument and that, as a result,

the signee's reliance had been unreasonable as a matter of law in light of

the duty-to-read rule because she had decided to "'blindly trust[]' the

[defendant's] representations rather than taking even the most basic of

precautions to 'safeguard [her] interests.'" 

 at 1103 (quoting Colza, 

). The same is true here.

     Furthermore, Coastal and Santa do not argue, much less present

any evidence, indicating that Santa told Brickhouse that he was unable

to read the lease agreement because of the DocuSign platform's signature

process or that Santa told Brickhouse that he needed additional

disclosures or additional time. There is evidence, however, indicating


                                    21
SC-2023-0159

that, at the time he signed the lease agreement, Santa was a seasoned

businessman and had used the DocuSign platform on previous

occasions.2

     Thus, contrary to Costal and Santa's interpretation of the duty-to-

read rule, we hold that the duty-to-read rule does not impose a duty on a

contract presenter to make certain that the other party signing the



     2Santa    and Coastal contend that "the actual contents of the
document cannot be viewed during the signature process" when using the
DocuSign platform. Santa and Coastal's brief at 30 (emphasis in
original). However, Brickhouse's corporate representative testified that
the DocuSign platform's signature process allows a signee to review the
agreement before clicking the button that initiates the signing process
and to download the document before clicking the button. Specifically,
she testified that the signature process starts "when you receive a link to
sign a document [via the DocuSign platform], [and] you click on it."
According to her, after the signee clicks on the link, the signee has the
"option at the top [and the end] to download" the document and to "scroll
through th[e] document like any other document on your screen" before
"sign[ing] it." When asked about the point at which a signee has the
ability to sign the document, Brickhouse's corporate representative
explained that a signee "can review [the document] and when [he or she
is] ready to sign, there's a button to click [to] start signing." Santa and
Coastal offered no testimony or evidence to contradict of Brickhouse's
corporate representative's statements.

     Notably, in their appellate briefs, both sides cite to the DocuSign
website, which contains detailed information on the operation of the
DocuSign platform (and videos, posted on the YouTube website, on the
operation of the DocuSign platform). Because that information was not
presented to the jury by anyone, we choose not to rely upon it.

                                    22
SC-2023-0159

contract actually reads the contract, absent the above-mentioned

exceptions. AmerUs Life Ins. Co., 

 ("'"If the purchaser

blindly trusts, where he should not, and closes his eyes where ordinary

diligence requires him to see, he is willingly deceived, and the maxim

applies, volunti [sic] non fit injuria."'" (quoting Torres v. State Farm Fire

& Cas. Co., 

 (Ala. 1983), quoting in turn Munroe v.

Pritchett, 

 (1849))).

     Therefore, in light of our current law and the undisputed evidence

presented at trial, we hold that Santa and Coastal's fraudulent-

inducement claim fails because Santa's reliance on any representation by

Brickhouse was not reasonable as a matter of law and no special duty to

disclose existed simply because this was an electronic transaction.

AmerUs Life Ins. Co., 

.

  II. No New Special Fraud Rules Governing Electronic Transactions

     We also decline to change our caselaw governing fraudulent-

inducement claims simply because this case involved an electronic

transaction between the parties. In the Alabama Uniform Electronic

Transactions Act ("the Act"), § 8-1A-1 et seq., the Legislature indicated

that it is an important public policy of the State of Alabama that


                                     23
SC-2023-0159

transactions not be penalized simply because they are electronic and that

the normal principles of Alabama law should apply to such transactions.

The Act explicitly provides that a record, signature, or contract "may not

be denied legal effect or enforceability solely because [the record or

signature] is in electronic format" or solely because "an electronic record

was used in [the contract's] formation." § 8-1A-7(a) and (b), Ala. Code

1975. The Legislature expressly provided that, when interpreting the

Act, a court must "construe[] and appl[y]" the Act "(1) [t]o facilitate

electronic transactions consistent with other applicable law" and "(2) [t]o

be   consistent   with    reasonable      practices   concerning   electronic

transactions and with the continued expansion of those practices." § 8-

1A-6, Ala. Code 1975.

     Thus, in light of the Act, our decision not to create a special

exception to the duty-to-read rule and our decision not to create a special

rule imposing a duty to disclose on a presenter of an electronic contract

are consistent with the Legislature's intent that the statutes and

common-law rules governing wet-ink contracts also govern the legal

effect and enforceability of electronic contracts.

     Moreover, our decision is also consistent with the decisions of other


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courts that have enforced contracts signed via the DocuSign platform

even in the face of fraudulent-inducement claims. See Lojewski v. Group

Solar USA, LLC, No. 22 Civ. 10816 (PAE), Aug. 17, 2023 (S.D.N.Y. 2023)

(not reported in Federal Supplement) (rejecting the signees' argument

that the agreement "signed … on an iPad through the DocuSign website,

but in the presence of a representative of the other party to the contract,"

was unenforceable as fraudulent on the basis that "the Agreement's

terms were not explained or shown to them, and … they were not 'given

an opportunity to review the documents or permitted to scroll through

the documents on the iPad'" because, the court held, the agreement was

"akin to a 'clickwrap' agreement, in which 'a user must click "I agree,"

but not necessarily view the contract to which she is assenting'"); Vital

Pharms., Inc. v. Alfieri, No. 20-61307-CIV-SINGHAL/VALLE, July 27,

2022 (S.D. Fla. 2022) (not reported in Federal Supplement) (rejecting the

signees' argument that they did not need to comply with the duty-to-read

rule to succeed on their fraudulent-inducement claim on the basis that

"the DocuSign process would jump over multiple sections to reach a

signature line, and the physical documents they were provided did not

include the entirety of documents in the DocuSign process," because, the


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court held, the signees failed to "dispute that they signed the documents

and had time to review the documents"); Patterson v. Lear Cap., Inc., No.

2:20-CV-251-DAK-CMR, Oct. 15, 2020 (D. Utah 2020) (not reported in

Federal Supplement) (rejecting the signee's argument that the contract

presenter committed fraud by "not allow[ing] him to review any

documentation in writing until the payment and fees were received"

because, the court held, (1) the signee had failed to allege that the

agreement "was not available to read online when he signed the

agreement on DocuSign" and (2) "[i]f the contents of the agreement were

online for [the signee] to read before signing, there does not appear to be

a need to have the agreement in paper form as well").

                               Conclusion

     Based on the foregoing, we reverse the judgment in favor of Santa

and Coastal and render a judgment in favor of Brickhouse on Santa and

Coastal's fraudulent-inducement claim.

     REVERSED AND JUDGMENT RENDERED.

     Parker, C.J., and Wise, Sellers, and Stewart, JJ., concur.




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