Lisa Moore Haywood n/k/a Lisa Moore v. Carl Ray Haywood

Rel: September 12, 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 published in Southern Reporter.

ALABAMA COURT OF CIVIL APPEALS

SPECIAL TERM, 2025

_________________________

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_________________________

Lisa Moore Haywood n/k/a Lisa Moore

v.

Carl Ray Haywood

Appeal from Walker Circuit Court

(DR-15-900005.06)

HANSON, Judge.

Lisa Moore Haywood, now known as Lisa Moore ("the former wife"),

appeals from a judgment of the Walker Circuit Court ("the trial court")

that, among other things, found her in contempt for her failure to pay

Carl Ray Haywood ("the former husband") certain income distributions

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from corporate earnings awarded to the former husband in the parties'

divorce judgment.

Background

The parties were divorced in 2017. The October 18, 2017, divorce

judgment, among other things, awarded the former husband a 35%

interest in the corporation Emergency Response Specialists, Inc. ("ERS"),

which had been jointly owned by the parties. That judgment provided, in

pertinent part:

"The couple's largest asset is Emergency Response

Specialist, Inc. ERS was incorporated by Mrs. Moore as

Emergency Response Management and Training Corporation.

The name was changed from ERMA and T to ERS in 1993.

"Mrs. Moore and Mr. Haywood both worked in the

Corporation from 1994 to 2015 when Mrs. Moore terminated

Mr. Haywood from the business. During their years together,

the couple grew the Corporation from a small business to a

large corporation worth seven figures. Mrs. Moore led the

company in several areas of success and Mr. Haywood

provided at least two patents to streamline the business. He

was also the day-to-day person through the years.

"There is some disagreement regarding the shares of the

Corporation owned by each party. Mrs. Moore argued that Mr.

Haywood only has a 5% interest in the Corporation with her

having the remaining 95%. The corporate stock share

certificates and a 1995 letter from a corporate attorney to Mrs.

Moore evidence only a 5% interest.

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"On the other hand, from 2007 through 2015, the

Corporation represented to the Federal Internal Revenue

Service and the Alabama Department of Revenue that Mr.

Haywood had a 35% interest in the Corporation with Mrs.

Moore having the remaining 65% of the firm. The

representations to the tax entities were initiated by an email

from Mrs. Moore to the Corporation's Accountant stating the

shares were to be divided 65-35.

"The 65-35 split was also recognized by the parties in

their receipt of shareholder distributions for the years 2007

through 2015. Mrs. Moore received over 60% of the

distributions with Mr. Haywood receiving the remaining

portion. The distributions averaged $145,093 per year for

Mrs. Moore and $89,295.00 per year for Mr. Haywood.

"Considering the tax filings and the income

distributions from the Corporation, the Court finds that Mrs.

Moore has 65% of the Corporation's shares. Mr. Haywood has

the remaining 35% of the shares. Mr. Haywood made an

argument that he believed he was owed 50% of the

Corporation because it was a marital asset. The Court agrees

that the Corporation is a marital asset but for close to 8 years,

Mr. Haywood received 35% of the income and did not seem[]

bothered by it especially when the couple lived separate and

apart from each other for the last 4-5 year[s] of their marriage.

"The next issue for the Court is the value of the

Corporation. Mrs. Moore offered a value of $1,520,965.00. Mr.

Haywood's business expert placed the value of the

Corporation at $1,850,000.00. However, the most credible

witnesses to the Court for valuation were Mr. Haywood's

expert for the Corporation's real and personal property value

and the Corporation’s accountant. The property was valued at

$1,650,00.00. The couple's accountant valued the remainder

of the Corporation at $629,00.00. Pursuant to the

accountant's testimony to obtain the full value you add her

valuation plus the property value for the Corporation's total

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value of $2,279,000.00. Hence, the Court finds the value of the

Corporation as $2,279,000.00.

"One last issue is money owed to Mr. Haywood by the

Corporation for his participation in and managing litigation

involving the Corporation. In an effort to keep waste from

happening with the Corporation, the Court ordered Mrs.

Moore and Mr. Haywood to divide responsibilities for two

lawsuits involving the Corporation. Mr. Haywood was to be

compensated by the Corporation at a rate of $100.00 an hour.

At the time of the final hearing, he was owed $22,410.00.

"After taking in consideration the facts and the Court's

findings, the Court ORDERS and DECREES the following:

"….

"EMERGENCY RESPONSE SPECIALIST, INC.

"Mrs. Moore will retain her 65% of the shares of

Emergency Response Specialist. Inc. Mr. Haywood will be

divested of his shares in the Corporation to Mrs. Moore over

the course of nine years. Mrs. Moore will remit to him

payments in the amount of $88,628.00 each year by December

31 starting immediately. Each payment will be sent by

Certified US Mail to an address provided by Mr. Haywood to

Mrs. Moore.

"Mrs. Moore may at any time prior to the end of the nine

years, remit to Mr. Haywood the amount of $797,652.00 less

any payments she has made to the lump sum payment. Upon

the remittance of the lump sum amount of $797,652.00, Mr.

Haywood will be divested of his shares in the Corporation.

"Unless Mrs. Moore has made a lump sum payment, at

the conclusion of three-year increments, Mr. Haywood will

transfer one-third of his shares in the Corporation to Mrs.

Moore until such time as all of the payments are made. Until

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the shares are transferred, Mr. Haywood will receive income

profit and loss distributions from the Corporation the same as

any other shareholder. Also, Mr. Haywood will be able to

exercise his rights as any other shareholder in a corporation

under the law of the State of Alabama and the Federal

government.

"….

"ALIMONY IN GROSS

"Within 90 days of this Decree, Mrs. Moore as the

President of ERS is to remit to Mr. Haywood $22,410.00."1

(Capitalization in original.)

On December 14, 2020, the former husband filed a contempt

petition, alleging that the divorce judgment had provided that the former

wife has to purchase his 35% interest in ERS while continuing to pay him

shareholder distributions from ERS until the former wife completes the

buyout of the former husband's interest. The former husband alleged

that neither the wife nor ERS had distributed any profits to him during

2018 or 2019, noting that the former wife had made an early payout of

his 35% interest in ERS in 2019. The former husband also alleged that

1Both the former husband and the former wife appealed from the

divorce judgment. This court affirmed the judgment. See L.M. v. C.R.H.,

292 So. 3d 332 (Ala. Civ. App. 2019) (table); C.R.H. v. L.M., 298 So. 3d

456 (Ala. Civ. App.) (table), cert. denied, Ex parte C.R.H., 316 So. 3d 229

(Ala. 2019) (table).

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the former wife had made only partial distributions from ERS's income

in 2016 and 2017. The former husband further alleged that neither the

former wife nor ERS would allow him to review ERS's records. On April

27, 2021, the former wife filed a motion to dismiss the contempt petition

or, in the alternative, to "limit the scope of the inquiry" to the period

between the date of the divorce judgment (October 18, 2017) and the date

the former wife completed the purchase of the former husband's shares

in ERS. On August 8, 2021, the former husband filed a response to the

former wife's motion. On August 11, 2021, the trial court entered an

order stating that the former wife's motion would be heard at a final

hearing in the matter.

On September 8, 2021, the trial court entered an order setting the

trial for December 13, 2021, and requiring the parties to complete

discovery 30 days before the trial. The former wife objected to certain

discovery requests. On February 24, 2022, the trial court entered an

order addressing the former wife's objection. On October 11, 2022, the

trial court entered an order setting the trial for February 1, 2023.

On December 23, 2022, the former wife filed a pleading responding

to the former husband's contempt petition. That same day, the former

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wife filed a motion for a summary judgment along with attachments in

support of the motion. On February 4, 2023, the husband filed a motion

opposing the former wife's summary-judgment motion along with

attachments. Following a hearing, the trial court denied the former

wife's summary-judgment motion on February 7, 2023.

At the trial, which was ultimately held on July 23, 2024, the former

husband testified that he had a 35% stake in ERS and that he and the

former wife had been the only shareholders.2 The former husband

acknowledged that, under the terms of the divorce judgment, the former

wife was to buy his 35% interest for $797,652. He also acknowledged

that, although the former wife could have made payments over several

years to purchase his interest, she had paid a lump sum to purchase his

interest in January 2019, on the 29th or 30th day of that month.

The former husband testified that, in his view, pursuant to the

divorce judgment, he was entitled to shareholder distributions from ERS

while the former wife completed the "buyout" of his 35% interest. The

2ERS's general ledgers from 2016, 2017, and 2018 along with ERS's

profit and loss statement from January 2019, ERS's 2017 federal-income-

tax form, the former wife's 2018 federal-income-tax form, and a document

reflecting ERS's cash flow from 2017 to 2019 were admitted into evidence.

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former husband testified that he did not receive any shareholder

distributions after the divorce judgment had been entered on October 18,

2017. The general ledger for ERS, which was admitted into evidence,

indicated that the former wife had received a distribution of $219,789.95

in 2018. The former husband testified that his 2018 Schedule K-1

income-tax document showed a "pass-through" profit from ERS, which

was a "subchapter S" corporation, based on his 35% interest, in the

amount of $160,341. The former husband stated that he had had to pay

income tax on that $160,341 amount but that he had received no income

distribution from ERS in 2018. The former husband's 2017 Schedule K-

1 document reflected a profit from ERS attributable and taxable to him

in the amount of $112,706. The former husband admitted that he had

received $72,354 from ERS in 2017.

The former husband testified that the former wife had asked him

in 2015 if he was familiar with the term "squeeze play" and that she had

stated that he should look up that phrase because he would never get

another dime from ERS. The former husband explained that he received

no money from ERS after the entry of the divorce judgment. The former

husband testified that, at the beginning of 2016, ERS had $460,178 in

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undistributed retained earnings. He further stated that there were

$26,348 in undistributed retained earnings later in 2016. The former

husband testified that $26,348 in earnings were not distributed to the

shareholders in 2016. The former husband testified that ERS had had

undistributed retained earnings in the amount of $109,994 in 2017 and

that ERS had had income in the amount of $456,866 in 2018.

The former husband explained that, depending on the year, ERS

would, at a minimum, distribute to the two shareholders the amount of

the quarterly taxes owed and that, if there was money available, the

shareholders would thereafter receive larger distributions. The former

husband stated that in 2016 ERS had earned $310,000 in income and had

distributed $283,000 to him and the former wife according to their

ownership percentages in ERS. The former husband stated that ERS

had earned $317,000 in 2017 but had distributed only $207,000. The

former husband testified that ERS had earned $457,000 in 2018 but that

there had been no shareholder distributions. The former husband

indicated that $220,000 appeared to have been distributed, but that he

had received nothing. The former husband testified that he was asking

the trial court to award him distributions from 2016, 2017, 2018, and

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2019. The former husband asked for an amount of $5,000 in attorneys'

fees. The former husband admitted that, after the entry of the divorce

judgment in 2017, he had received $22,410 from ERS as reimbursement

for fees he had paid to a law firm to represent ERS in a lawsuit.

Rebecca Parcus, a certified public accountant, testified that she had

prepared ERS's corporate tax returns in 2017 and 2018. Parcus testified

that ERS's 2018 general ledger indicated that the former wife had

received a shareholder distribution in the amount of $219,789.95. Parcus

testified that that entry in the ledger was a carryover from 2017 of the

total shareholder distributions to the former wife and the former

husband. When asked to explain the difference between cash and

retained earnings, Parcus stated that "cash is cash" but that retained

earnings are any net income that has not been distributed. She further

stated that because retained earnings are on the "accrual basis of

accounting" and not the "cash basis," retained earnings do not always "tie

to cash" because a company might have changes in accounts receivable

and accounts payable.

Parcus testified that ERS's distribution percentages for the former

wife and the former husband were 65% and 35%, respectively. Parcus

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was asked about a $145,000 loan the former wife had obtained from ERS

in 2018; Parcus responded that she was unaware of a repayment plan for

the loan. Parcus stated that she also had prepared the former wife's

personal tax form and that the $145,000 loan was not listed on that form

as income. Parcus acknowledged that the former wife had not paid

interest on the loan. Parcus testified that the former wife's 2018 income-

tax return showed that ERS had paid the former wife $143,961 in wages.

Parcus admitted that the $145,000 loan was not listed on the former

wife's tax return.

Parcus testified that the former wife's salary from ERS in 2017 had

been $64,200. Parcus also acknowledged that the former wife's salary

from ERS in 2018 had been $143,961. Parcus was asked if this was a

224% increase but later clarified that the change amounted to a 124%

increase in salary. Parcus agreed that the former wife's 2018 salary and

the $145,000 loan to the former wife represented approximately 65% of

ERS's income in 2018. Parcus acknowledged that the former husband

received no income from ERS in 2018.

On August 14, 2024, the trial court entered the following final

judgment:

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"On July 23, 2024, this case came before the Court for a

hearing on Carl Ray Haywood's ('Haywood') [p]etition …

against his former wife, Lisa Moore ('Moore'). Specifically,

whether Haywood is due to be paid certain distributions from

corporate earnings consistent with the Court's Divorce

Decree. Haywood, and his attorney Russell B. Robertson,

were present in court. Moore and her attorney, Thomas

Baxter, appeared in court.

"Having heard and given proper consideration to the

witnesses' testimony and evidence offered by the parties, the

Court FINDS the following:

"On October 28, 2017, this Court divorced Haywood and

Moore. At the time of the divorce, Haywood and Moore were

the sole shareholders of ERS, Inc. ('the Corporation').

Haywood owned 35% of the Corporation's shares. Moore

owned the remaining shares. As the sole shareholders,

Haywood and Moore made the decisions regarding the

Corporation's actions.

"At the end of 2016, the Corporation had 'undistributed

retained earnings' in the amount of $486,526. Haywood's

share of the earnings was $170,284. If the Corporation elected

to distribute the shares, Haywood and Moore would receive

their portions in 2017. The Corporation did not distribute the

earnings to Haywood or Moore. Even though Haywood did not

receive an actual earnings payment, he paid taxes on his

undistributed retained earnings' share.

"In 2017, the Corporation had retained earnings of

$109,994. Haywood did not receive any of the earnings even

though he was credited with $38,498 of the undistributed

retained earnings and paid income taxes on the same. If the

Corporation elected to distribute the shares, Haywood and

Moore would receive their portions in 2018.

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"For 2018, the Corporation had retained earnings of

$456,140.00. Haywood's share of the earnings was

$159,649.00. Moore's share was $296,491.00. If the

Corporation elected to distribute the earnings, Haywood and

Moore would receive their portions in 2019.

"Apparently in 2019, the Corporation did elect to

distribute Moore's share of the earnings, $296,491.00, to her.

The Corporation's General Ledger showed the earnings

distribution to her. The Corporation's accountant testified

that neither party received a distribution. She stated that

Moore's earnings distribution was not actually distributed to

her as evidenced by an accounting entry of a corresponding

debit transaction.

"In 2019, Moore purchased Haywood's interest in the

Corporation. Prior to this transaction, the Corporation had

$25,947.58 in earnings, with no distributions to either party.

Haywood was taxed on his 35% share of those earnings.

"Haywood and Moore's divorce was a contentious affair.

The couple's main asset and major flashpoint was the

Corporation. The Corporation was a successful venture. Each

year, the Corporation paid earnings to the couple. It provided

Haywood and Moore an enjoyable lifestyle. But Moore

promised Haywood that after an order divorcing the couple

was entered, she was going to make sure he did not receive 'a

dime' from the Corporation. She was going to execute a

strategy called a 'squeeze-out play.'

"It is apparent that Moore's promise to Haywood that he

would not receive a dime from the Corporation after the

divorce was a promise she was making sure to come true. This

despite the Court ordering Haywood to '... receive income,

profit, and loss distribution from the Corporation the same as

any other shareholder.' See Divorce Decree. After the divorce,

Moore would exercise complete control over the Corporation.

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"The Court understands a corporation may elect to not

distribute earnings, but Haywood and Moore's corporation

routinely distributed earnings prior to the Decree of divorce.

The Corporation funded the couple's lifestyle. After the

Decree, the Court was not presented with any evidence

related to the exercise of any business judgment (nor any

other justification) to explain the Corporation suddenly

ceasing in making earnings distributions. The only

reasonable explanation is that after the divorce, Moore had

total control of the Corporation, and she elected not to make

distributions.

"In 2018, Moore was managing the Corporation without

any input from Haywood. She had control of the Corporation's

decision making for its 2016, 2017, 2018, and 2019 earnings

distribution. Moore offered no explanation for her decisions

concerning the distribution of the Corporation's earnings, or

the presentation of any information concerning any

mitigating factors in opposition to Haywood's testimony and

evidence. As a matter of fact, Moore did not take the stand

to dispute anything testified to or bolster any argument on

her behalf or the Corporation's behalf. By staying at her table

Moore essentially agreed to the testimony provided by

Haywood.

"The Corporation did make unusual distributions in

2018. First, the Corporation paid Moore an annual salary of

$143,961.00. This was a 224% salary increase over previous

years.[3] Second, the Corporation 'loaned' Moore $145,000.00.

No evidence was presented that the loan was ever paid back

or intended to be paid back, nor did the Corporation document

the transaction.

"2018's salary and loan distributions to Moore totaled

$288,961.00, which is 63% of the Corporation's entire retained

3As stated earlier, Parcus clarified that the former wife's salary had

increased by 124% from 2017 to 2018.

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earnings for the same year. This number is nearly 65% of the

Corporation's 2018 retained earnings of $456,140.00. 65% is

Moore's share of the ownership of the Corporation and would

have been her share of the earnings if distributed. The Court

cannot reasonably consider the same to be a mere coincidence.

"Haywood did not receive any 2018 earnings, nor did he

receive a salary or a loan. His share of the earnings would

have been $160,341.00. Haywood did pay taxes on his share

of undistributed earnings.

"To allow Moore to enrich herself with voluminous

distributions from the Corporation's earnings, even if they are

titled 'increased salaries' and 'loans,' while denying Haywood

his proportionate share of the distributions of the

Corporation's earnings is contrary to the Decree and the

intent of the Decree, and constitutes a manifest injustice. The

sequence of substantial payments to Moore accompanied by

$0 in distributions to Haywood demonstrates a clearly

intentional and well-executed plan to deprive Haywood of his

intended and court-ordered share of the distributions of the

Corporation.

"No evidence was offered to support any proposition that

Haywood's share should have been something less than the

35% of the undistributed retained earnings on which he was

taxed. Moore's position at trial was that Haywood should have

received what he received, in other words, nothing or in her

words not 'a dime.'

"Due to Moore refusing to allow the Corporation to

distribute earnings to Haywood, he was denied the

opportunity to invest the money awarded to him in the divorce

judgment. Thus, he is entitled to post judgment interest on

the same. The amounts of post judgment interest as computed

for each year from the last day of the respective year to the

date of this Order and using the State of Alabama statutorily

authorized judgment interest rate amount is as follows:

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"2016 $86,207.00

"2017 $19,008.00

"2018 $67,143.00

"2019 $3,122.00

"Total $175,480.00

"Therefore, the Court finds that Carl Ray Haywood's

[p]etition … against Lisa Moore is GRANTED; subsequently,

the Court ORDERS the following:

"1) Lisa Moore is to pay Carl Ray Haywood $378,205.00

which is his 35% share of the 2016, 2017, 2018, and 2019

earnings of ERS, Inc. plus the interest accrued of $175,480.00.

This payment is to take place within 90 days of the date of

this Order. If not paid, this payment amount will become a

judgment against Moore and in favor of Haywood for which

execution can result.

"2) Haywood is awarded attorney fees and expenses in

the amount of $5,000.00, which shall be paid to him by Moore

within 90 days of the date of this Order.

"3) Any other issues or motions not addressed in this

Order are deemed moot or denied.

"4) Court costs of this matter are taxed against Moore."

(Capitalization in original.)

The former wife filed a postjudgment motion on September 13,

2024, arguing, among other things, that the burden was on the former

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husband to show that ERS had an obligation to distribute income to the

shareholders, that there was no evidence indicating that the income

retained by ERS was not done in compliance with §10A-2A-6.40, Ala.

Code 1975, that any claim that ERS owed money to the former husband

from 2016 and 2017 was barred by the doctrine of res judicata or

collateral estoppel, that the trial court's findings of fact were not

supported by the evidence, and that the trial court had improperly

assessed statutory interest of 7.5% because no fixed judgment amount

existed. On September 25, 2024, the trial court denied the motion. The

former wife timely filed her notice of appeal.

Standard of Review

The former husband's petition sought to hold the former wife in

contempt for failing to comply with the divorce judgment. Rule

70A(a)(2)(D), Ala. R. Civ. P., defines civil contempt as "willful, continuing

failure or refusal of any person to comply with a court's lawful writ,

subpoena, process, order, rule, or command that by its nature is still

capable of being complied with." Concerning civil contempt, this court

has stated:

" ' " 'The failure to perform an act required by

the court for the benefit of an opposing party

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constitutes civil contempt.' Carter v. State ex rel.

Bullock County, 393 So. 2d 1368, 1370 (Ala.

1981)." J.K.L.B. Farms, LLC v. Phillips, 975 So. 2d

1001, 1012 (Ala. Civ. App. 2007). Furthermore,

" '[t]he purpose of a civil contempt proceeding is to

effectuate compliance with court orders and not to

punish the contemnor.' Watts v. Watts, 706 So. 2d

749, 751 (Ala. Civ. App. 1997)." Hall v. Hall, 892

So. 2d 958, 962 (Ala. Civ. App. 2004).'

"Reed v. Dyas, 28 So. 3d 6, 8 (Ala. Civ. App. 2009)."

Hood v. Hood, 76 So. 3d 824, 831-32 (Ala. Civ. App. 2011).

The trial court received both oral and documentary evidence at the

trial (see, e.g., note 1, supra); therefore, the ore tenus rule applies.

"A judgment based on disputed evidence presented ore

tenus is generally afforded a presumption of correctness on

appeal. See Sconyers v. Sconyers, 808 So. 2d 61, 63 (Ala. Civ.

App. 2001). A trial court in an ore tenus proceeding is in a

singular position to observe witnesses and to evaluate their

demeanor and credibility. See Ex parte T.V., 971 So. 2d 1, 4

(Ala. 2007). An appellate court will affirm a trial court's

judgment in such a proceeding if, under any reasonable view

of the testimony, there is credible evidence to support the

judgment, and it will not disturb the findings of the trial court

unless they are clearly erroneous, without supporting

evidence, manifestly unjust, or against the great weight of the

evidence. See L.S. v. A.S., 272 So. 3d 169, 179 (Ala. Civ. App.

2018).

"When a party argues that the trial court erred as a

matter of law, however, this court will review the judgment

de novo. See Espinoza v. Rudolph, 46 So. 3d 403, 412 (Ala.

2010). The ore tenus rule does not extend a presumption of

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correctness to a trial court's conclusions of law or its

application of the law to the facts. Id."

Curtis v. Curtis, 367 So. 3d 1088, 1096-97 (Ala. Civ. App. 2021).

Discussion

Section 10A-2A-6.40

The former wife argues that the trial court erred in awarding the

former husband distributions from ERS because, she says, § 10A-2A-

6.40(a), Ala. Code 1975, provides that a board of directors "may"

authorize distributions to shareholders but does not mandate

distributions.

Section 10A-2A-6.40 provides, in pertinent part:

"(a) The board of directors may authorize and the

corporation may make distributions to its stockholders

subject to restriction by the certificate of incorporation and

the limitation in subsection (c).

"….

"(c) No distribution may be made if, after giving it effect:

"(1) the corporation would not be able to pay

its debts as they become due in the usual course of

business; or

"(2) the corporation's total assets would be

less than the sum of its total liabilities plus (unless

the certificate of incorporation permits otherwise)

the amount that would be needed, if the

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corporation were to be dissolved at the time of the

distribution, to satisfy the preferential rights upon

dissolution of stockholders whose preferential

rights are superior to those receiving the

distribution."

The former wife's argument regarding § 10A-2A-6.40 is that, under

Alabama corporate law, ERS was not required to make any distributions.

The former wife is correct that distributions under § 10A-2A-6.40 are

discretionary rather than mandatory. However, this case concerns

whether the former wife violated the provisions of the divorce judgment,

not whether general principles of corporate law were violated.

We note that the trial court, in its contempt judgment, stated that

it had not been presented with any evidence indicating that the former

wife made a "business judgment" or had a justification for "suddenly

ceasing" annual shareholder distributions from ERS. The "business-

judgment rule" generally insulates the acts of officers or directors done

in good faith and with sound business judgment from interference by the

courts. Michaud v. Morris, 603 So. 2d 886, 888 (Ala. 1992). For the

business judgment rule to apply, the officer or director must be a

disinterested officer or director. See Roberts v. Alabama Power Co., 404

So. 2d 629 (Ala. 1981) (holding that upon finding that a special committee

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of disinterested directors had determined in good faith and after

investigation that it was not in the company's best interests to allow

shareholder derivative action to proceed, business-judgment rule would

not allow court to interfere with committee's determination). The trial

court noted that the former wife had managed ERS and had had control

of whether to distribute earnings from 2016 to 2019. The trial court also

recognized that the former wife had essentially made distributions to

herself from ERS in the form of "increased salaries" and "loans" while

denying distributions to the former husband. Accordingly, the business-

judgment rule was inapplicable here, because the former wife was not

disinterested when she made ERS's business decisions regarding the

former husband's distributions.

Distributions

2016

Next, the former wife argues that the trial court erred in awarding

the former husband additional distributions with respect to 2016

because, she says, the divorce judgment was entered on October 18, 2017,

and, after 30 days had elapsed following the entry of that judgment, the

trial court lost jurisdiction to award the former husband any amount not

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referenced in the judgment. She also argues that any 2016 distributions

to the former husband were barred by "law of the case."

In support of her argument that the former husband was not

entitled to distributions for 2016, the former wife cites Burgess v.

Burgess, 99 So. 3d 1237 (Ala. Civ. App. 2012). In Burgess, on July 29,

2011, a circuit court entered a final judgment, which had incorporated

the parties' settlement agreement. On August 11, 2011, the husband

filed a postjudgment motion. On August 16, 2011, the wife filed a

response to the husband's postjudgment motion. On August 30, 2011,

the wife filed an amended response and a postjudgment motion in which

she argued that the husband owed her for debts incurred before the

judgment was entered. This court held that the wife's postjudgment

motion was untimely. We further held that the husband's pending

postjudgment motion did not allow the circuit court to amend the divorce

judgment so as to award the wife monetary relief that could have been

addressed in the original judgment.

Burgess is inapposite to the present case. The trial court's contempt

judgment did not amend the divorce judgment. The divorce judgment

was entered on October 18, 2017. The divorce judgment did not order the

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former wife to pay distributions from any given year but, instead,

provided that, until the former wife purchased the former husband's

interest in ERS, the former husband would receive distributions from

ERS in the same manner as any other shareholder. This necessarily

included profits which were owed at the time the divorce judgment was

entered (so long as the former wife had not completed her purchase of the

former husband's interest). Following the trial on the contempt petition,

the trial court, based on the evidence presented, found that the former

wife had violated the divorce judgment by not paying the former husband

distributions from ERS's 2016 income to the former husband in 2017.

Because the distribution was ordered in the divorce judgment, and

because a trial court has the authority to enforce its judgments, see

Jardine v. Jardine, 918 So. 2d 127 (Ala. Civ. App. 2005) (holding that a

trial court had the inherent authority to interpret, implement, or enforce

a divorce judgment it had entered in a contempt proceeding commenced

months after the entry of the divorce judgment), the former wife's

reliance on Burgess is misplaced.

The law-of-the-case doctrine provides that "once an issue has been

decided in a divorce action, … reconsideration of that issue in subsequent

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modification and enforcement actions arising out of the divorce

judgment" is precluded. Ex parte Fipps, 317 So. 3d 999, 1003 (Ala. Civ.

App. 2020). The former wife refers to a postjudgment motion filed by the

former husband following the entry of the divorce judgment on October

18, 2017, specifically citing a page therein where he had argued that the

division of the marital property was inequitable because the former wife

had not been ordered to reimburse him for certain attorneys' fees he had

paid on behalf of ERS and that the former wife had not made certain 2016

distributions from ERS for which he had paid taxes. The former

husband's postjudgment motion following the entry of the divorce

judgment did not bar the trial court from enforcing the terms of the

original divorce judgment. In this action, the former husband asked the

trial court to enforce the terms of the divorce judgment, which did not

provide a specific time for the former wife to pay the distributions, but

did provide that the former husband was entitled to distributions until

she completed her purchase of the former husband's interest. The trial

court did not exceed its authority by considering whether the former wife

had complied with the divorce judgment. Cf. Garris v. Garris, 643 So. 2d

993, 995 (Ala. Civ. App. 1994) (holding that a trial court could clarify and

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enforce its judgment as necessary to effect the unspoken intent of that

judgment).

2017

The former wife argues that the former husband's testimony was

contradictory regarding ERS's earnings available for distributions in

2017. The former wife fails to cite any authority for her arguments

regarding the 2017 distributions. " 'It is well settled that this court will

not consider issues for which no legal arguments are developed and for

which no authority is offered to support the appellant's contentions.'

[May v. May, 292 So. 3d 385, 387 (Ala. Civ. App. 2019).]" Ezell v. Ezell,

394 So. 3d 608, 611 (Ala. Civ. App. 2024). " 'It is not the responsibility of

[an appellate court] to construct arguments for a party.' " Ex parte M.P.,

[Ms. SC-2024-0684, Mar. 7, 2025] ___ So. 3d ___, ___ (Ala. 2025) (quoting

Magers v. Alabama Women's Ctr. Reprod. Alts., LLC, 325 So. 3d 788, 790

(Ala. 2020)).

2018

The former wife argues that there was insufficient evidence to show

that she had failed to comply with the divorce judgment as to 2018

distributions because, she says, no shareholder in ERS received a

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distribution. She relies primarily on Williams v. Williams, 323 So. 3d

675 (Ala. Civ. App. 2020). In Williams, the parties' divorce judgment

incorporated an agreement of the parties. The judgment awarded the

wife 100% of the husband's retirement benefits with the Retirement

Systems of Alabama ("the RSA") and ordered that the wife be responsible

for preparing a qualified domestic relations order ("QDRO") assigning the

husband's retirement benefits to the wife. The circuit court reserved

jurisdiction to enter the QDRO, which it subsequently entered. The RSA

refused to honor the QDRO on the authority of § 36-27-28(a), Ala. Code

1975. After the RSA had started paying the retirement benefits directly

to the husband, who retained them, the wife commenced a civil action

against the husband. That civil action was ultimately treated as a

contempt proceeding. The circuit court determined that the husband was

in contempt of court for accepting the benefits, which had been awarded

to the wife.

On appeal, this court held that the husband had not willfully failed

or refused to comply with the circuit court's order in Williams and,

therefore, could not be held in contempt after the benefits were paid to

the husband because the divorce judgment had not ordered the husband

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not to accept his RSA retirement benefits if the RSA refused to honor the

QDRO. This court reasoned that the husband's acceptance of those

benefits could not constitute a violation of the divorce judgment and,

therefore, could not constitute a basis for holding him in civil contempt

for failing to comply with the court's judgment. Also, the divorce

judgment had not ordered the husband to pay his RSA retirement

benefits to the wife if RSA paid them to him, so, this court held, his failure

to pay those benefits to the wife could not constitute a basis for holding

him in contempt.

Williams is distinguishable from the present case. Williams

involved a settlement agreement incorporated into a divorce judgment,

an unenforceable QDRO drafted by the wife, and no contingent plan for

the wife to receive the husband's retirement benefits that the husband

had agreed to give to the wife. In this case, the divorce judgment provided

that the former wife had the option to make an early lump-sum payment

to complete her purchase of the former husband's 35% interest in ERS.

However, until the former husband was divested of his ownership

interest, he was to receive distributions in accordance with his

shareholder percentage. The former wife's focus on the phrase "like any

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other shareholder" ignores the phrase in the divorce judgment proceeding

that the former husband "will receive income profit and loss distributions

from the Corporation." (Emphasis added.) The divorce judgment did not

state that the former husband would receive distributions only in the

event that the former wife determined that ERS would make

distributions in any given year. Moreover, the trial court found, based

on the testimony and evidence, that the former wife had circumvented

the terms of the divorce judgment by transferring money to herself in the

form of increased wages and a loan, fulfilling the former wife's evident

intention to not give the former husband another dime and to execute a

"squeeze play." The ore tenus rule applies to judgments resolving

disputed facts whether the dispute is based on oral testimony or on a

combination of oral testimony and documentary evidence. See Rhodes v.

Rhodes, 317 So. 3d 37 (Ala. Civ. App. 2023).

2019

The former wife asserts that the only 2019 distribution that the

former husband would be entitled to would have been from January 2019

because she purchased the former husband's interest in ERS in late

January 2019. The former wife argues again that she did not have an

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affirmative duty to make a distribution to the former husband from ERS

because she did not receive a distribution in January 2019. As explained

above, the distributions to the former husband were not discretionary

distributions.

Postjudgment Interest

Last, the former wife argues that the trial court erred in awarding

the former husband postjudgment interest pursuant to § 8-8-10, Ala.

Code 1975. Section 8-8-10 provides:

"(a) Judgments for the payment of money, other than

costs, if based upon a contract action, bear interest from the

day of the cause of action, at the same rate of interest as

stated in the contract; all other judgments shall bear interest

at the rate of 7.5 percent per annum, the provisions of Section

8-8-1[, Ala. Code 1975] to the contrary notwithstanding;

provided, that fees allowed a trustee, executor, administrator,

or attorney and taxed as a part of the cost of the proceeding

shall bear interest at a like rate from the day of entry."

Section 8-8-10 applies to divorce judgments. As this court explained

in Self v. Self, 290 So. 3d 431, 451 n.19 (Ala. Civ. App. 2019):

"An unpaid property settlement incorporated into a

divorce judgment may accrue interest so long as it is unpaid

and the judgment fixes the amount owed. See, e.g., Morgan v.

Morgan, 445 So. 2d 297, 299 (Ala. Civ. App. 1983) (interest on

unpaid installments fixed by judgment); see also Ala. Code

1975, § 8-8-10 (providing for interest on a judgment). In the

present case, however, the divorce judgment did not fix the

amount of the teacher-retirement benefit owed by the former

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husband to the former wife. See Alabama Dep't of

Conservation & Nat. Res. v. Exxon Mobil Corp., 11 So. 3d 194,

203 (Ala. 2008) ('Section 8-8-10 applies only when the

judgment is one for the payment of money, i.e., a "money

judgment." ... On December 5, 2003, the trial court entered an

order directing Exxon to pay future royalties "according to the

plain, unambiguous language of the leases as reflected in the

jury's verdict." This judgment did not constitute a money

judgment for purposes of § 8-8-10. It did not adjudicate or fix

an amount of future royalties owed the State by Exxon.'); and

Elmore Cty. Comm'n v. Ragona, 561 So. 2d 1092, 1093 (Ala.

1990) ('Section 8-8-10 authorizes the payment of post-

judgment interest as compensation for the loss of use of money

as a result of the nonpayment of a liquidated sum for which

liability has already been determined.')."

In Drey v. Petersen, 266 So. 3d 1101 (Ala. Civ. App. 2018), the

husband was required to pay the wife $400,000 on or before May 20, 2005,

and an additional $66,667 per year thereafter for several years as a

property settlement. The husband did not pay all of those amounts to her.

266 So. 3d at 1106. A subsequent judgment in 2006 determined that the

husband's remaining obligation owed to the wife to satisfy the 2005

property-settlement obligation was $241,127. The 2006 judgment,

however, did not address postjudgment interest. This court concluded

that the wife was entitled to collect postjudgment interest due to her for

the late payment of the 2005 property settlement. In Hale v. Hale, 878

So. 2d 313, 322 (Ala. Civ. App. 2003), a wife was entitled to postjudgment

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"interest [at the rate of 12 % per annum pursuant to § 8-8-10, Ala. Code

1975, as then in effect] on the portion of alimony in gross that ha[d]

remained unpaid since the entry of the divorce judgment." "[I]f one of

the yearly installments is not paid when due, interest would accrue from

its due date and until paid." Morgan v. Morgan, 445 So. 2d 297, 299 (Ala.

Civ. App. 1983). Because the amount of the money judgments in Drey,

Hale, and Morgan, were readily ascertainable or fixed, the payee was

entitled to postjudgment interest from the delinquent payor under § 8-8-

10.

In Alabama Department of Conservation & Natural Resources v.

Exxon Mobil Corp., 11 So. 3d 194 (Ala. 2008), Exxon Mobil Corp. sued the

State, seeking a judgment declaring the proper method for calculating

royalties for leases on natural-gas fields in Mobile. The State filed a

counterclaim alleging breach of contract and fraud. Ultimately, the State

was awarded damages on its breach-of-contract claim against Exxon

Mobil in connection with certain unpaid oil and natural-gas royalties.

The parties agreed, among other things, that Exxon Mobil owed the State

$26,266,395 in royalties from January 2003 to January 31, 2008. On

appeal, the State argued that under § 8-8-10, which then provided for an

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interest rate of 12%, Exxon Mobil owed an additional $6,898,725 in

postjudgment interest on the additional royalty amount of $26,266,395

from December 5, 2003, until Exxon Mobil satisfied the judgment on

January 31, 2008. The State contended that the trial court's declaratory

judgment of December 5, 2003, which had ordered Exxon Mobil to

calculate future royalty payments "according to the plain, unambiguous

language of the leases as reflected by the jury's verdict" had the effect of

incorporating into that judgment each monthly royalty payment as it

came due. Thus, the State argued that it was entitled to postjudgment

interest pursuant to § 8-8-10 from the date of the declaratory judgment

on December 5, 2003, until Exxon Mobil had satisfied the judgment on

January 31, 2008. Our supreme court held:

"Section 8-8-10 applies only when the judgment is one

for the payment of money, i.e., a 'money judgment.' See Bank

Independent v. Coats, 621 So. 2d 951 (Ala. 1993) (holding that

judgment following jury's verdict declaring there was no

fraudulent conveyance was not a money judgment entitling

wife to 12% postjudgment interest). Following the entry of

judgment on the jury's verdict in this case, Exxon sought

guidance from the trial court on how to apply the jury's verdict

to future royalty-payment computations. On December 5,

2003, the trial court entered an order directing Exxon to pay

future royalties 'according to the plain, unambiguous

language of the leases as reflected in the jury's verdict.' This

judgment did not constitute a money judgment for purposes

of § 8-8-10. It did not adjudicate or fix an amount of future

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royalties owed the State by Exxon. Rather, the judgment

simply informed Exxon that it was to compute future royalties

according to the leases as interpreted by the jury. Accordingly,

because the trial court's December 5, 2003, judgment did not

constitute a money judgment, the State is not entitled to

postjudgment interest pursuant to § 8-8-10 from the period

December 5, 2003, through January 31, 2008"

11 So. 3d at 203.

In this case, the divorce judgment did not adjudicate or fix an

amount of distributions owed to the former husband. Without a fixed

sum, postjudgment interest was not recoverable under § 8-8-10.

Accordingly, the trial court's award of postjudgment interest on the

distributions from 2016 to 2019 must be reversed.

Conclusion

The judgment of the trial court is affirmed insofar as it found the

former wife in contempt for failing to make certain shareholder

distributions to the former husband; however, we reverse the judgment

insofar as it awards the former husband postjudgment interest pursuant

to § 8-8-10 and we remand this case for the entry of a judgment consistent

with this opinion.

AFFIRMED IN PART; REVERSED IN PART; AND REMANDED.

Fridy and Bowden, JJ., concur.

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Moore, P.J., and Edwards, J., concur in the result, without opinions.

34