Eric Jackson v. State Farm Mutual Automobile Insurance Company

Rel: June 20, 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
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SUPREME COURT OF ALABAMA
OCTOBER TERM, 2024-2025

_________________________

SC-2024-0588
_________________________

Eric Jackson

v.

State Farm Mutual Automobile Insurance Company

Appeal from Morgan Circuit Court
(CV-22-900105)

SHAW, Justice.

Eric Jackson, a plaintiff below, appeals from the Morgan Circuit

Court's judgment on the pleadings disposing of his claim seeking to
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recover uninsured/underinsured-motorist ("UIM") benefits from his

insurer, State Farm Mutual Automobile Insurance Company ("State

Farm"). We affirm.

Facts and Procedural History

Jackson, a commercial tractor-trailer driver, was, on December 20,

2020, injured in a motor-vehicle collision with another tractor-trailer in

Morgan County. At all relevant times, Jackson's personal vehicles were

insured by State Farm. His policies, which were issued in Kentucky and

delivered to Jackson at the Kentucky residential address he provided to

State Farm, included UIM coverage.

In April 2022, Jackson sued, among others, the alleged at-fault

driver in the collision ("the tortfeasor") in the Morgan Circuit Court ("the

trial court").1 On October 27, 2023, Jackson filed a motion seeking leave

from the trial court to amend his original complaint to add State Farm

as a defendant. More specifically, Jackson sought to recover UIM

benefits under his State Farm policies. In support of his request, Jackson

1The original complaint included a passenger in Jackson's tractor-

trailer as an additional named plaintiff. The workers' compensation
carrier for Jackson's employer apparently also later intervened as a
plaintiff in the action.
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explained:

"… [Jackson] was recently offered the limits of available
insurance from all of the tortfeasors in the original complaint.
Following this offer, [Jackson] made a claim for [UIM]
benefits on his personal auto insurance with [State] Farm.

"… In response to this claim, [Jackson] was informed
that [State] Farm is asserting the statute of limitations of the
State of Kentucky in violation of longstanding Alabama law
and has denied the claim."

In its answer to Jackson's amended complaint, to which it attached

verified copies of Jackson's insurance policies, State Farm conceded the

facts of Jackson's accident and his entitlement to UIM coverage under

the policies, but "only if and to the extent [he] … satisfied all the terms

and conditions of the Kentucky policies providing [him] UIM coverage,

including the submission of a valid and timely claim for UIM benefits as

prescribed by governing Kentucky law." It further explained: "The

Kentucky General Assembly, as part of its Motor Vehicle Reparations Act

which also provides for UIM coverage, has adopted a two-year 'period of

time required by Kentucky law for filing a lawsuit to recover bodily injury

damages incurred as a result of a motor vehicle accident.' "

According to State Farm, Jackson had failed to comply with a

condition precedent to his recovery of UIM benefits. More specifically, it

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maintained, Jackson had failed to assert his UIM claim within the two-

year period stated in his policies. The policies provided, on that issue,

the following:

"Legal action may not be brought against [State Farm]
until there has been full compliance with all the provisions of
this policy. In addition, legal action may only be brought
against [State Farm] regarding:

"....

"d. [UIM] coverage if such action is commenced within
the period of time required by Kentucky law for filing a
lawsuit to recover bodily injury damages incurred as a
result of a motor vehicle accident."

(Some emphasis added.) As discussed in more detail below, the

emphasized portion of the policy language is a direct reference to the

Kentucky Motor Vehicle Reparations Act ("the KMVRA"), Ky. Rev. Stat.

Ann. § 304.39-230(6). The policies further included, on that same page,

a "Choice of Law" provision indicating, in all relevant circumstances,

that, "[w]ithout regard to choice of law rules, the law of the state of ...

Kentucky will control." (Capitalization in original.)

Accordingly, State Farm's answer also gave notice pursuant to Rule

44.1, Ala. R. Civ. P., of its intent " 'to raise an issue concerning the law of

another state,' specifically … Kentucky," because, it said, Kentucky law

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controlled the interpretation and application of Jackson's policies. It also

included citations to several cases in which, State Farm asserted,

Alabama's appellate courts have routinely applied the law of the state

where a policy issued to determine an insured's entitlement to UIM

benefits. Based on the foregoing, and contrary to the allegations in

Jackson's amended complaint, State Farm's answer asserted that

Jackson was not entitled to recover UIM benefits based on his failure to

timely assert his UIM claim within the two-year period that, it argued,

was specified by Kentucky law and by his policies.

At the same time, State Farm separately filed, pursuant to Rule

12(c), Ala. R. Civ. P., a motion seeking the entry of a judgment on the

pleadings in its favor on the same basis, namely Kentucky's purported

adoption of a two-year statutory period for filing a lawsuit to recover

bodily injury damages resulting from a motor-vehicle accident, see Ky.

Rev. Stat. Ann. § 304.39-230(6); State Farm's incorporation of that

limitations period in its policy language; and Jackson's failure to

commence his UIM action against State Farm until well after the period

applicable to his own claim had expired in December 2022.

Although he did not dispute the status of Kentucky law as asserted

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by State Farm, Jackson, in opposition to State Farm's motion, provided

authority suggesting that the procedural law of the forum state supplies

the applicable statute of limitations and that, under § 6-2-34, Ala. Code

1975, a six-year limitations period applied, thus rendering his UIM claim

timely under Alabama law. He further argued that § 6-2-15, Ala. Code

1975, codifies long-standing public policy and, accordingly, "voids any

contract provision that seeks to shorten this six-year statute."

While State Farm's motion remained pending, Jackson filed, on

April 10, 2024, a "Pro Tanto Stipulation of Dismissal" to dismiss the

tortfeasor and the tortfeasor's employer as defendants in the underlying

action.

After further filings from the parties regarding State Farm's Rule

12(c) motion and a hearing, the trial court rejected Jackson's position and

dismissed State Farm as a defendant by a judgment granting State

Farm's motion and stating as follows: "The Court finds that [Jackson] is

not entitled to UIM benefits in accordance with the contract entered into

between [Jackson] and State Farm. This Court believes that the law of

Kentucky govern[s] the claim and as such, [Jackson] did not timely file

[his] complaint." The trial court, at the request of the parties, later

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amended its judgment to certify it as final pursuant to Rule 54(b), Ala. R.

Civ. P. Jackson appeals.

Standard of Review

Rule 12(c) provides, in pertinent part: "After the pleadings are

closed but within such time as not to delay the trial, any party may move

for judgment on the pleadings."

"When a motion for judgment on the pleadings is made by a
party, 'the trial court reviews the pleadings filed in the case
and, if the pleadings show that no genuine issue of material
fact is presented, the trial court will enter a judgment for the
party entitled to a judgment according to the law.' B.K.W.
Enters., Inc. v. Tractor & Equip. Co., 603 So. 2d 989, 991 (Ala.
1992). See also Deaton, Inc. v. Monroe, 762 So. 2d 840 (Ala.
2000). A judgment on the pleadings is subject to a de novo
review. Harden v. Ritter, 710 So. 2d 1254, 1255 (Ala. Civ.
App. 1997). A court reviewing a judgment on the pleadings
accepts the facts stated in the complaint as true and views
them in the light most favorable to the nonmoving party. Id.
at 1255-56."

Universal Underwriters Ins. Co. v. Thompson, 776 So. 2d 81, 82-83 (Ala.

2000).

Discussion

I.

The parties represent, as they conceded during the hearing below,

that Jackson's appeal presents the narrow question whether a
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contractual provision that shortens the statutory limitations period

otherwise prescribed by Alabama law may be enforced. For several

reasons, Jackson contends that it may not.

Jackson cites § 6-2-15, which provides: "Except as may be otherwise

provided by the Uniform Commercial Code, any agreement or

stipulation, verbal or written, whereby the time for the commencement

of any action is limited to a time less than that prescribed by law for the

commencement of such action is void." He further argues that this

Court's decision in Galliher v. State Mutual Life Insurance Co., 150 Ala.

543, 43 So. 833 (1907), controls the outcome of this appeal, and he relies

on recent decisions issued by United States District Courts located in

Alabama, which, he asserts, resolve the issue in his favor. See, e.g., AFC

Franchising, LLC v. Fabbro, No. 2:18-cv-00743-AKK, Dec. 6, 2019 (N.D.

Ala. 2019) (not reported in Federal Supplement) (deciding, when faced

with Maryland law, which the parties agreed would govern the

contract, that a contractual provision shortening the applicable Alabama

limitations period was void under Galliher and § 6-2-15). In essence,

according to Jackson, although Kentucky law permits the shortening of

a statutory limitations period by contract, Alabama law and public policy

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do not and, instead, specifically void any attempt to do so. Jackson also

argues that the trial court erred in dismissing State Farm as a defendant

because, he contends, our caselaw provides that Alabama procedural

laws -- including our statutes of limitations -- "are … applied to matters

brought in Alabama Courts, even when the contract at issue contains a

provision seeking to shorten the statute of limitations." Jackson's brief

at p. 2. See also, e.g., Etheredge v. Genie Indus., Inc., 632 So. 2d 1324,

1326 (Ala. 1994) (" '[A] court will apply foreign law only to the extent that

it deals with the substance of the case, i.e., affects the outcome of the

litigation, but will rely on forum law to deal with the "procedural" aspects

of the litigation.' Eugene F. Scoles & Peter Hay, Conflict of Laws 57

(1992). 'By legal tradition, most statutes of limitation are deemed

procedural rather than substantive.' Robert A. Leflar, et al., American

Conflicts Law 348 (1986)."). Finally, Jackson also appears to suggest

that, to the extent that the policies actually fail to definitively state that

a two-year limitations period applies, the policies are ambiguous.

State Farm responds that it contracted with Jackson for the

application of Kentucky law, which, it says, deems reasonable the two-

year limitations period incorporated into State Farm's policies. More

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specifically, it seeks to have applied provisions of the KMVRA, which

Jackson's policies incorporated and which State Farm construes as

requiring that he had to commence his UIM action against it within the

two-year time frame following the accident date.2 Also according to State

Farm, Alabama decisions support its request to uphold the provisions of

the Kentucky policies at issue in this case. See Cherokee Ins. Co. v.

Sanches, 975 So. 2d 287, 294 (Ala. 2007) ("[W]e do not discern any

legislative intent that the public policies encompassed in our [UIM]

statute were intended to take precedence over those of sister states.").

II.

We note that " 'Alabama law has long recognized the right of parties

to an agreement to choose a particular state's laws to govern an

2The actual language of § 304.39-230(6) provides that a motor-
vehicle-related tort action must "be commenced not later than two (2)
years after the injury, or the death, or the date of issuance of the last
basic or added reparation payment made by any reparation obligor,
whichever later occurs." There is nothing before us suggesting that State
Farm's policies also incorporated the latter provision. In any event,
Jackson makes no argument based on the date of his receipt of
"reparation payment"; thus, any argument that the limitations period
was extended thereby in his case would be waived. See Tucker v.
Cullman-Jefferson Counties Gas Dist., 864 So. 2d 317, 319 (Ala. 2003)
(stating that issues not raised and argued in brief are waived).

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agreement.' " Polaris Sales, Inc. v. Heritage Imports, Inc., 879 So. 2d

1129, 1133 (Ala. 2003) (quoting Cherry, Bekaert & Holland v. Brown, 582

So. 2d 502, 506 (Ala. 1991)). As recently discussed, a choice-of-law

provision, under certain circumstances, can incorporate another state's

statute of limitations:

"Alabama enforces choice-of-law provisions, and the courts of
this state ordinarily will apply the substantive law of a foreign
state in accordance with the agreement of the parties unless
such enforcement would violate Alabama's public policy. See
Cherry, Bekaert & Holland v. Brown, 582 So. 2d 502, 506 (Ala.
1991). However, the appellate courts of this state have not
addressed the specific question whether a standard choice-of-
law provision requires the courts of this state to apply the
procedural law of the selected foreign state, including its
statute of limitations. That issue has, however, been decided
by numerous other jurisdictions.

"The prevailing view among courts that have considered
this issue holds that a choice-of-law provision stating that a
contract shall be 'governed' by the laws of a foreign state
refers only to the substantive law of that state and not to its
statute of limitations, which is a procedural law. See Smither
v. Asset Acceptance, LLC, 919 N.E.2d 1153, 1158 (Ind. Ct.
App. 2010); Belleville Toyota, Inc. v. Toyota Motor Sales,
U.S.A., Inc., 199 Ill. 2d 325, 351, 770 N.E.2d 177, 194, 264 Ill.
Dec. 283, 300 (2002); Western Video Collectors, L.P. v.
Mercantile Bank of Kansas, 23 Kan. App. 2d 703, 705, 935
P.2d 237, 239 (1997); Financial Bancorp, Inc. v. Pingree &
Dahle, Inc., 880 P.2d 14, 16 n.2 (Utah Ct. App. 1994); Nez v.
Forney, 109 N.M. 161, 163, 783 P.2d 471, 473 (1989); United
States Leasing Corp. v. Biba Info. Processing Servs., Inc., 436
N.W.2d 823, 826 (Minn. Ct. App. 1989); Phelps v. McClellan,
30 F.3d 658, 662 (6th Cir. 1994); Berger v. AXA Network,
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LLC, 459 F.3d 804, 813 n.15 (7th Cir. 2006); In re Sterba, 852
F.3d 1175, 1178 (9th Cir. 2017). Those cases stand for the
principle that, unless the choice-of-law provision explicitly
and unambiguously provides that the statute of limitations of
the foreign state shall apply, the statute of limitations of the
forum state controls.

"In Reclaimant Corp. v. Deutsch, 332 Conn. 590, 596,
211 A.3d 976, 981 (2019), … the Connecticut Supreme Court
concluded that the statute of limitations of Delaware would
not apply to an action that had been commenced in
Connecticut. The choice-of-law provision at issue in Deutsch
stated: ' "This [a]greement and all rights and liabilities of the
parties hereto shall be governed by and construed in
accordance with the laws of the [s]tate of Delaware, without
regard to its conflicts of law principles." ' 332 Conn. at 596,
211 A.3d at 981. The defendant argued that that provision
was worded broadly enough to incorporate Delaware's statute
of limitations. The Connecticut Supreme Court disagreed,
stating:

" ' "Choice of law provisions in contracts are
generally understood to incorporate only
substantive law, not procedural law such as
statutes of limitation[s]." Federal Deposit Ins.
Corp. v. Petersen, 770 F.2d 141, 142 (10th Cir.
1985). Thus, "[a]bsent an express statement that
the parties intended another state's limitations
statute to apply, the procedural law of the forum
governs time restrictions ...." Cole v. Mileti, 133
F.3d 433, 437 (6th Cir.), cert. denied, 525 U.S. 810,
119 S. Ct. 42, 142 L. Ed. 2d 32 (1998); see also
Gluck v. Unisys Corp., 960 F.2d 1168, 1179 (3d Cir.
1992) ("[c]hoice of law provisions in contracts do
not apply to statutes of limitations, unless the
reference is express"); Des Brisay v. Goldfield
Corp., 637 F.2d 680, 682 (9th Cir. 1981) (Choice of
law "clauses generally do not contemplate
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application to statutes of limitation. [Limitation]
periods are usually considered to be related to
judicial administration and thus governed by the
rules of local law, even if the substantive law of
another jurisdiction applies."); Portfolio Recovery
Associates, LLC v. King, 14 N.Y.3d 410, 416, 927
N.E.2d 1059, 901 N.Y.S.2d 575 (2010) ("Choice of
law provisions typically apply to only substantive
issues ... and statutes of limitations are considered
procedural because they are deemed as pertaining
to the remedy rather than the right .... There being
no express intention in the agreement that
Delaware's statute of limitations was to apply to
this dispute, the choice of law provision cannot be
read to encompass that [limitation] period."
[Citations omitted; internal quotation marks
omitted.]).'

"332 Conn. at 609-10, 211 A.3d at 988."

Archie v. SoFi Lending Corp., 399 So. 3d 1067, 1071-72 (Ala. Civ. App.

2024) (emphasis added).

Here, unlike the general choice-of-law provision at issue in Archie,

the language of Jackson's State Farm policies is more specific.

Importantly, they expressly state, in clear and unambiguous language,

that Jackson and State Farm agreed that Kentucky's two-year statutory

period for filing accident-related tort claims applied to UIM claims

arising under the policies. See State Farm Mut. Auto. Ins. Co. v. Riggs,

484 S.W.3d 724, 725, 727 (Ky. 2016) (explaining that the language of

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State Farm's policies "tracks nearly verbatim the two-year statute of

limitations for tort claims found in [the KMVRA]" and that "State Farm

linked Riggs's UIM coverage to the tort claim time limitation found in the

KMVRA, KRS 304.39-230(6)"; that statute requires a tort action to "be

commenced not later than two (2) years after the injury, or the death").

Thus, the policies here are unlike those in Archie, where "[t]he parties

did not agree that any dispute arising out of the contract would be

governed by California procedural law or expressly provide that the

California statute of limitations would apply to any civil action arising

out of the loan agreement." 399 So. 3d at 1073. See also Cherokee Ins.

Co., 975 So. 2d at 292 n.9 (concluding that Tennessee substantive UIM

law applied when the insurance contract both issued and was delivered

there, despite the fact that the policy failed to "designate[] that the law

of any particular state would control in the event of a dispute concerning

interpretation of the policy").

In Riggs, supra, as Jackson concedes, the Kentucky Supreme Court

explicitly upheld such a provision:

"We are aware, that a UIM claim does not sound in tort
and would not otherwise be governed by the [KMVRA's] two-
year statute of limitation -- in fact, we explicitly said so in
Gordon [v. Kentucky Farm Bureau Ins. Co., 914 S.W.2d 331
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(Ky. 1995)]. But an argument here based on that concept
misses the mark because we are not so much concerned with
whether a UIM claim should be labeled a tort claim or a
contract claim as whether State Farm and Riggs have
contracted for a UIM claim limitation that accomplishes the
policy and purpose of UIM coverage in a reasonable way. It is
difficult to condemn State Farm's provision as unreasonable
because, at its simplest, it encourages the prompt
presentation of all the potential insurance claims relating to
a single accident and forces them to progress through the
court system in a more cohesive way -- a way that insurance
claims have proceeded through our court system for decades.
This is not contrary to public policy -- in fact, a strong
argument could be made that it benefits the public. State
Farm's provision provides an insured with 'the same rights as
he would have had against an insured third party' -- a result
that is not at all unreasonable."

484 S.W.3d at 730-31 (emphasis added; footnote omitted). Thus, under

Kentucky law, it is valid for the KMVRA's two-year statute of limitations

for tort claims to be applied to any UIM claim arising under an insurance

policy; this statute of limitations is prescribed by Kentucky law. Here, it

is undisputed that State Farm and Jackson, an acknowledged Kentucky

resident, agreed not only that Kentucky law would control, but also that

this Kentucky law would control.

In Galliher, an insurance policy, which was a Georgia contract,

contained a "clause shortening the statute of limitations," and that clause

"would be binding in the state of Georgia." 150 Ala. at 545, 43 So. at 834.

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The Court noted that what is now § 6-2-15 would prohibit such a clause.

It does not appear that Galliher involved a choice-of-law agreement;

instead, the Court applied the doctrine of lex loci contractus:3 " 'It is a

principle of law, admitted by all courts, that the lex loci contractus must

govern as to the validity, interpretation, and construction of the contract;

but the remedy to enforce it, or to recover damages for its breach, must

be pursued according to the law of the forum where the suit is brought.' "

Id. (citation omitted). See also Innovative Hearth Prods., LLC v. North

Am. Elite Ins. Co., No. 3:22-cv-00369-AKK, June 27, 2022 (N.D. Ala.

2022) (not reported in Federal Supplement) ("Galliher therefore

underscored the distinction between a contract's interpretation and its

remedies, the latter of which require application of the laws of the forum

state in the absence of a choice [of law] clause." (emphasis added)).

Further, the Court in Galliher specifically noted that its analysis

3See Cherry, Bekaert & Holland v. Brown, 582 So. 2d 502, 506 (Ala.

1991) ("Alabama follows the principle of 'lex loci contractus,' which states
that a contract is governed by the laws of the state where it is made
except where the parties have legally contracted with reference to the
laws of another jurisdiction.").

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did not address the application of the statute of limitations of another

state, citing what is now § 6-2-17, Ala. Code 1975, which provides:

"When the statute of limitations of another state or
foreign country has created a bar to an action upon a contract
made or act done in such state or country while the party
sought to be charged thereby was a resident of such state or
country, the bar thus created is effectual in this state against
any action commenced thereon in the same manner it would
have been in the state or country where the act was done or
contract made. "

Instead, the defendant in Galliher did "not plead the statute of

limitations of Georgia, but [merely] one fixed by the contract." 150 Ala.

at 548, 43 So. at 835.

This case involves Kentucky parties who negotiated, in Kentucky,

contracts -- i.e., the policies -- to which the parties agreed that Kentucky

law -- including a specific statute of limitations applicable in that state

would apply. The contracts were not an attempt to modify Alabama's

statutes of limitations but, instead, to explicitly incorporate procedural

elements consistent with the forum of the contracts. Alabama law might

void as prohibited an Alabama contract reducing a plaintiff's procedural

remedies, such as a statute of limitations. See, e.g., Fugazzoto v.

Brookwood One, 295 Ala. 169, 173, 325 So. 2d 161, 163 (1976). However,

that is not the case here.
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Conclusion

The trial court correctly applied Kentucky law in holding that

Jackson's claims were barred by the limitations periods in the policies.

Its judgment is therefore affirmed.

AFFIRMED.

Stewart, C.J., and Bryan, Mendheim, and McCool, JJ., concur.

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