Teresa Williams and Barney's Childcare and Learning Center, Inc., d/b/a Pooh Bear Academy v. Debbie Dodd

Rel: September 26, 2025

Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern
Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts,
300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other
errors, in order that corrections may be made before the opinion is printed in Southern Reporter.

SUPREME COURT OF ALABAMA
SPECIAL TERM, 2025

_________________________

SC-2024-0704
_________________________

Teresa Williams and Barney's Childcare and Learning Center,
Inc., d/b/a Pooh Bear Academy

v.

Debbie Dodd et al.

Appeal from Montgomery Circuit Court
(CV-23-901240)

On Rehearing Ex Mero Motu

BRYAN, Justice.
SC-2024-0704

This Court's opinion issued on May 9, 2025, is withdrawn, and the

following is substituted therefor.

Teresa Williams and Barney's Childcare and Learning Center, Inc.,

d/b/a Pooh Bear Academy ("the day-care provider"), appeal from a

judgment of the Montgomery Circuit Court purporting to dismiss their

complaint against various officials and employees of the Alabama

Department of Human Resources ("ADHR") and the Elmore County

Department of Human Resources ("EDHR"). The officials and employees

of both ADHR and EDHR are collectively referred to as "the DHR

employees." 1 For the reasons stated below, we affirm the circuit court's

judgment.

I. Facts

1The DHR employees are Nancy Buckner, who was sued in her
individual capacity and in her official capacity as Commissioner of
ADHR; Debbie Dodd, Bridgette Smith, Stacey Sorrell, Bernard Houston,
Tonya Swanner, and Dominic Binkley, employees of ADHR who were
sued in their individual capacities; and Stacey Reed and Amanda Laney,
employees of EDHR who were sued in their individual capacities.

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On August 31, 2023, Williams and the day-care provider filed a

complaint against the DHR employees. In their complaint, Williams and

the day-care provider alleged the following facts.

On April 21, 2021, Williams, the operator of the day-care provider,

applied for a renewal of the day-care provider's operating license, which

was set to expire on June 6, 2021. On April 24, 2021, Williams requested

a clearance report regarding V.F., a teacher employed by the day-care

provider, from the central registry for child abuse and neglect ("CA/N"),

which is maintained by ADHR. ADHR responded that V.F. had an

indicated report for physical abuse for inappropriately disciplining her

three-year-old child in 1997.

On July 29, 2021, Bridgette Smith, an ADHR consultant assigned

to the day-care provider's license-renewal application, inspected the day-

care provider's facility. Smith informed Williams that Smith would have

to discuss with her supervisors what to do about V.F.'s CA/N report. On

August 9, 2021, Smith and Debbie Dodd, Smith's supervisor, informed

Williams that ADHR could not approve any waiver and that the

deficiency would stand until either V.F.'s employment was terminated or

a clear CA/N report was received. On August 12, Smith again informed

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Williams that the deficiency still existed. The same day, Williams

informed Smith and Dodd that V.F.'s employment had been terminated.

It appears that Williams provided Smith and Dodd a copy of V.F.'s

termination letter and that the letter identified Smith and Dodd by name.

Thereafter, Smith and Dodd directed Williams to remove their

names from V.F.'s termination letter. On August 20, 2021, Williams

drafted a new termination letter with Smith's and Dodd's names omitted,

but she did not deliver that letter to Smith or Dodd.

On September 2, 2021, Dodd received a complaint indicating that

V.F. was still working for the day-care provider. The next day, Smith

and Dodd visited the day-care provider's facility. When they arrived, V.F.

was present at the facility and was completing an application for food

assistance. Without making any other inquiries, Dodd demanded that

Williams deliver V.F.'s termination letter with her and Smith's names

omitted. According to the complaint, Dodd screamed and yelled at

Williams and threatened that, if she did not deliver the letter, the

deficiency would remain, the day-care provider's license would not be

renewed, and multiple other deficiencies would be reported to ADHR.

Based on those alleged threats, Williams went to her home, retrieved the

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letter, and gave it to Dodd and Smith. Dodd and Smith then left the day-

care provider's facility.

On September 24, 2021, Smith returned to the day-care provider's

facility, but she was denied entry. Immediately thereafter, Williams

called Bernard Houston, ADHR's Administrator for Childcare Services

and Workforce Development, and informed him by voice message that

Dodd and Smith were not welcome at the day-care provider's facility but

that any other consultants were fine. Williams requested that Houston

call her back, but Houston never did.

On September 27, Smith and Dodd visited the day-care provider's

facility, but they were denied entry. Smith and Dodd then gave Williams

a letter from Tonya Swanner, a program manager in ADHR's Childcare

Licensing Division, warning Williams that denying Smith and Dodd

access could affect the renewal of the day-care provider's license. The

same day, Dodd contacted EDHR and reported that there was inadequate

supervision of children at the day-care provider's facility and her

suspicion that V.F. was still employed there.

Based on Dodd's report, Amanda Laney, a social-services case

worker with EDHR, visited the day-care provider's facility the following

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day. Laney found no indication that there was inadequate supervision

at the day-care provider's facility or that V.F. was still employed there.

Nevertheless, based on instructions from Stacey Reed, Laney's

supervisor, Laney swore out a warrant for Williams's arrest.

On the afternoon of September 29, 2021, Smith and Swanner

arrived at the day-care provider's facility with multiple police officers.

Smith and Swanner delivered to Williams a notice and a letter signed by

Nancy Buckner, the Commissioner of ADHR, temporarily suspending the

day-care provider's license and closing its facility immediately. The

police officers arrested Williams, and Smith and Swanner published the

suspension notice and delivered the letter to parents of children

attending the day-care provider's facility as they came to pick up the

children. Over the next several days, Dominic Binkley, ADHR's

communications director, published the substance of the suspension

notice and the letter through various news outlets, including AL.com,

WSFA 12 News, and WAKA 8 News. Williams's criminal charges were

later dismissed.

On October 28, 2021, ADHR sent Williams a letter stating that the

day-care provider's license was still suspended. The letter also informed

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Williams that ADHR was revoking the day-care provider's license and

denying its application for a renewal of the license. In the letter, ADHR

outlined its reasons for revoking the license.

Williams requested a hearing to contest ADHR's decision ("the

administrative action"). On January 14, 2022, after a hearing, an

administrative law judge ("ALJ") conditionally affirmed ADHR's decision

to revoke the day-care provider's license and to deny Williams's

application for a renewal of the license. In his final decision, the ALJ

directed ADHR to inspect the day-care provider's facility again and to

issue it a license if it found the day-care provider to be in compliance with

ADHR's minimum standards. Thereafter, ADHR inspected the day-care

provider's facility and issued it a license.

The day-care provider appealed to the circuit court, which affirmed

the ALJ's decision on June 14, 2022. The day-care provider then

appealed to the Court of Civil Appeals, which dismissed the appeal on

the ground that it was moot because the temporary suspension of the

day-care provider's license had expired and because ADHR had issued it

a new license. Pooh Bear Acad. v. Alabama Dep't of Human Res., 399 So.

3d 1041 (Ala. Civ. App. 2023).

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On August 31, 2023, Williams and the day-care provider initiated

the present action against the DHR employees ("the tort action"). In the

complaint, Williams and the day-care provider asserted claims of

extortion, the tort of outrage, wantonness, defamation, negligence, and

malicious prosecution. They also sought a judgment declaring the rights

of day-care-center owners and operators under administrative

regulations requiring that a suitability determination be made regarding

any day-care employee with an indicated CA/N report.

On August 5, 2023, in four separate motions, the DHR employees

moved the circuit court to dismiss, under Rule 12(b)(6), Ala. R. Civ. P.,

Williams and the day-care provider's complaint. The DHR employees

attached to those motions a copy of the ALJ's final decision in the

administrative action, the circuit court's decision affirming the ALJ's

decision, and the Court of Civil Appeals' decision dismissing the day-care

provider's appeal. In their motions to dismiss, all the DHR employees

except Binkley asserted that they were entitled to State immunity and

State-agent immunity.

On January 22, 2024, the DHR employees amended their motions

to dismiss to also assert that Williams and the day-care provider's claims

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were barred by the doctrine of collateral estoppel. The DHR employees

argued that both the administrative action and the tort action involved

the issue whether ADHR had grounds for suspending and revoking the

day-care provider's license and denying its application for renewal and

that that issue had been fully litigated in the administrative action.

On March 27, 2024, Williams and the day-care provider responded

to the DHR employees' motions to dismiss, arguing that the DHR

employees were asserting affirmative defenses that are more

appropriately considered at the summary-judgment stage. On April 25,

2024, after a hearing on the DHR employees' motions to dismiss, the

circuit court entered a judgment purporting to dismiss Williams and the

day-care provider's complaint based on the doctrine of collateral estoppel.

In its judgment, the circuit court noted that, although Binkley had not

yet been served, the "clear controlling rule of law in this case will

nevertheless remain."2

2At the time of the entry of the circuit court's judgment, Binkley

had not yet been served. Nevertheless, the circuit court's judgment was
final. This Court has held:

" 'When there are multiple defendants and the summons or
other document to be served and complaint has been served
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On May 23, 2024, Williams and the day-care provider moved to

alter, amend, or vacate the circuit court's judgment ("the postjudgment

motion"). On May 30, 2024, the circuit court set the postjudgment motion

for a hearing to be held on July 1, 2024.

On June 12, 2024, Williams and the day-care provider moved to

continue the hearing on the postjudgment motion to September 5, 2024.

In the motion to continue, Williams and the day-care provider noted that,

"[p]ursuant to Rule 59.1, Ala. R. Civ. P., [the postjudgment motion] must

be ruled upon within ninety days from its filing or the same is deemed

on one or more, but not all, of the defendants, the plaintiff may
proceed to trial and judgment as to the defendant or
defendants on whom process has been served and if the
judgment as to defendants who have been served is final in all
other respects, it shall be a final judgment.' Rule 4(f), [Ala. R.
Civ. P.,] as amended March 1, 1982.

"Under Rule 4(f), service on the other defendants must
be completed, not merely attempted, before it can be said the
pending action involves other active defendants."

Owens v. National Sec. of Alabama, Inc., 454 So. 2d 1387, 1388 n.2 (Ala.
1984). See also Ex parte Harrington, 289 So. 3d 1232, 1237 n.5 (Ala.
2019)("A judgment that disposes of fewer than all the defendants is final
when the defendants as to whom there has been no judgment have not
yet been served with notice.").
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denied by operation of law." Williams and the day-care provider then

asserted:

"[Williams and the day-care provider's counsel] has
conferred with counsel for [the DHR employees] and has
received consent for the hearing to be continued including the
same being heard and ruled upon at a time exceeding the
ninety-day requirement. Rule 59.1 allows such extension
with the express consent of the parties."

The circuit court granted Williams and the day-care provider's

motion to continue and scheduled the hearing on the postjudgment

motion for September 5, 2024. After the hearing on the postjudgment

motion, the circuit court denied that motion on September 12, 2024. On

October 17, 2024, Williams and the day-care provider filed their notice of

appeal.

II. Standard of Review

"On appeal, a dismissal is not entitled to a presumption
of correctness. The appropriate standard of review under
Rule 12(b)(6)[, Ala. R. Civ. P.,] is whether, when the
allegations of the complaint are viewed most strongly in the
pleader's favor, it appears that the pleader could prove any
set of circumstances that would entitle her to relief. In
making this determination, this Court does not consider
whether the plaintiff will ultimately prevail, but only whether
she may possibly prevail. We note that a Rule 12(b)(6)
dismissal is proper only when it appears beyond doubt that
the plaintiff can prove no set of facts in support of the claim
that would entitle the plaintiff to relief."

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Nance v. Matthews, 622 So. 2d 297, 299 (Ala. 1993) (citations omitted).

III. Analysis

A. Jurisdiction

On original submission, this Court determined that Williams and

the day-care provider's notice of appeal was untimely because they did

not file it within 42 days of the denial by operation of law of their

postjudgment motion, as required by Rule 4(a)(1), Ala. R. App. P. We

held that, although Williams and the day-care provider had filed their

notice of appeal within 42 days after the circuit court's September 12,

2024, order denying the postjudgment motion, that order was a nullity

because it had been entered after the expiration of the circuit court's time

for ruling on the postjudgment motion, as set forth in Rule 59.1, Ala. R.

Civ. P. We concluded that the parties had not properly extended the

circuit court's time for ruling on the postjudgment motion because the

record before this Court reflected that the parties' express consent to

extend that time did not occur until the hearing on September 5, 2024,

which was more than 90 days after the postjudgment motion had been

filed. Based on this Court's previous decision in Ex parte Caterpillar,

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Inc., 708 So. 2d 142 (Ala. 1997), and the Court of Civil Appeals' decision

in Scheilz v. Scheilz, 579 So. 2d 674 (Ala. Civ. App. 1991), we concluded

that the parties' consent was ineffective because the parties' consent did

not appear of record until after the circuit court's time for ruling on the

postjudgment motion had expired. Accordingly, we concluded that

Williams and the day-care provider's postjudgment motion had been

denied by operation of law at the end of the circuit court's time for ruling

on the postjudgment motion and that the notice of appeal was untimely

because it was filed more than 42 days later.

After this Court released its opinion on original submission,

Williams and the day-care provider moved the circuit court to

supplement the record on appeal in accordance with Rule 10(f), Ala. R.

App. P., and they filed a copy of that motion with this Court, as required

by Rule 10(f). In their motion to supplement, Williams and the day-care

provider submitted their motion to continue the hearing on the

postjudgment motion and the circuit court's order granting that motion,

neither of which had been included in the record on original submission.

Williams and the day-care provider then requested that this Court

suspend the time for filing an application for a rehearing until the circuit

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court ruled on their motion to supplement the record. In that filing,

Williams and the day-care provider explained that the motion to continue

and the circuit court's order granting that motion were not included in

the original record on appeal because Rule 10(a)(2), Ala. R. App. P.,

prohibits inclusion of motions to continue and orders on such motions in

the record on appeal.

This Court, ex mero motu, set Williams and the day-care provider's

appeal for rehearing. After Williams and the day-care provider's motion

to supplement the record was denied by operation of law, Williams and

the day-care provider filed a motion requesting that this Court order the

circuit court to supplement the record. This Court granted that motion.

Rule 10(a) provides, in relevant part:

"The record on appeal … shall not contain the following,
unless some particular question is raised with respect thereto
and decided in the trial court and unless specifically
designated by a party:

"….

"(2) motion and order of continuance."

(Emphasis added.) It appears that Williams and the day-care provider

attempted to comply with that rule by omitting from the record on appeal

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their motion to continue the hearing on the postjudgment motion and the

circuit court's order granting that motion. But in attempting to comply

with Rule 10(a), it appears that Williams and the day-care provider

stumbled into a potential pitfall recently created by a rule change

adopted by this Court.

Before 2020, Rule 59.1 provided, in pertinent part:

"No postjudgment motion … shall remain pending in the
trial court for more than ninety (90) days, unless with the
express consent of all the parties, which consent shall appear
of record, or unless extended by the appellate court to which
an appeal of the judgment would lie, and such time may be
further extended for good cause shown."

(Emphasis added.) Under that version of the rule, consent to extend the

circuit court's period for ruling on a postjudgment motion had to appear

of record. " '[C]onsent or assent to a continuance of a hearing [did] not

satisfy the requirement that the record show the parties' express consent

to an extension of the 90-day period.' " Ex parte Bodenhamer, 904 So. 2d

294, 295 (Ala. 2004) (quoting Harrison v. Alabama Power Co., 371 So. 2d

19, 20-21 (Ala. 1979)) (emphasis added). Accordingly, a motion to

continue a hearing on a postjudgment motion and an order granting such

a motion could safely be omitted from the record on appeal in accordance

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with Rule 10(a)(2) because they were not only unnecessary, but

insufficient, to extend the trial court's period for ruling on a postjudgment

motion.

In 2020, this Court amended Rule 59.1 to add the following

sentence: "Consent to extend the time for a hearing on the postjudgment

motion beyond the 90 days is deemed to include consent to extend the

time for the trial court to rule on and dispose of the postjudgment

motion." For the first time, a motion to continue the postjudgment

hearing beyond the trial court's time for ruling on a postjudgment motion

could operate to extend that time. But the amendment did not remove

Rule 59.1's requirement that the consent appear of record, and it did not

alter Caterpillar's and Scheilz's holdings that the consent had to appear

of record before the trial court's time for ruling on the postjudgment

motion expired.

Thus, when parties consent to continue a hearing on a

postjudgment motion without otherwise consenting to extend the trial

court's time for ruling on the postjudgment motion, the consent to

continue must also appear of record before the trial court's time for ruling

on the postjudgment motion expires. Accordingly, when consent to

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continue the hearing on a postjudgment motion is reflected in a motion

to continue, that motion to continue must appear in the record on appeal,

notwithstanding Rule 10(a)(2)'s general requirement that "motion[s] and

order[s] of continuance" be omitted from the record on appeal.

Here, Williams and the day-care provider's motion to continue the

hearing on the postjudgment motion reflected the parties' consent to

extend the circuit court's time for ruling on the postjudgment motion.

That motion appeared in the circuit court's record before the circuit

court's time for ruling on the postjudgment motion expired. The only

problem was that the motion to continue was not included in the original

record on appeal. Since that omission was attributable to a potential

conflict between Rule 10(a)(2) and Rule 59.1, as recently amended in

2020, and because it is undisputed that the parties consented to continue

the hearing on the postjudgment motion beyond the circuit court's time

for ruling on the postjudgment motion, on rehearing we permitted

Williams and the day-care provider to supplement the record with the

motion to continue and the circuit court's order granting that motion.

But we take this opportunity to clarify and emphasize that, in future

cases, if the only entry in the trial court's record that shows consent to

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extend the trial court's time for ruling on a postjudgment motion is a

motion to continue the hearing on a postjudgment motion beyond the

trial court's time for ruling on the postjudgment motion, that motion and

the order granting the continuance must be included in the record on

appeal. Otherwise, this Court must conclude that the postjudgment

motion was denied at the end of the trial court's time for ruling on the

postjudgment motion for purposes of determining whether the notice of

appeal was timely filed.

Based on the documents included in the supplemental record, the

parties' consent to continue the hearing on the postjudgment motion was

of record before the end of the circuit court's time for ruling on the

postjudgment motion. Accordingly, the circuit court had additional time

beyond that period to rule on the postjudgment motion. Thus, the circuit

court denied the postjudgment motion by order on September 12, 2024,

rather than by operation of law at the end of the circuit court's time for

ruling on the postjudgment motion, and Williams and the day-care

provider's October 17, 2024, notice of appeal was timely filed.

B. The Merits

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Williams and the day-care provider contend that the circuit court

erred in dismissing their claims based on the doctrine of collateral

estoppel because, they say, the elements of collateral estoppel do not

appear clearly on the face of their complaint. In support of that

argument, Williams and the day-care provider cite authority for the

proposition that " ' "a dismissal under Rule 12(b)(6) may be based on an

affirmative defense when the defense is clear from the face of the

pleadings." ' " Ex parte Drury Hotels Co., 303 So. 3d 1188, 1193 (Ala.

2020) (quoting Ex parte Scannelly, 74 So. 3d 432, 438 (Ala. 2011), quoting

in turn 1 Moore's Federal Rules Pamphlet § 12.4[5][b], p. 186 (2010)).

In Scannelly, this Court held that a motion to dismiss based on the

doctrine of res judicata, which is related to the doctrine of collateral

estoppel, should have been treated as a motion for a summary judgment.

This Court explained its holding, as follows:

"It is apparent that the portion of [the defendant's]
motion relating to the affirmative defense of res judicata
(paragraphs 6 and 7 of his 'Motion to Dismiss'), which portion
[the defendant] insists constitutes a Rule 12(b)(6) challenge,
was, instead, a motion for a summary judgment. There is a
notable distinction between a motion to dismiss filed pursuant
to Rule 12(b)(6) and a motion for a summary judgment:

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" 'The Rule 12(b)(6) motion ... must be
distinguished from a motion for summary
judgment under Rule 56, [Ala. R. Civ. P.,] which
goes to the merits of the claim -- indeed, to its very
existence -- and is designed to test whether there
is a genuine issue of material fact. The Rule
12(b)(6) motion ... only tests whether the claim has
been adequately stated in the complaint. Thus, ...
on a motion under Rule 12(b)(6), the [trial] court's
inquiry essentially is limited to the content of the
complaint; a motion for summary judgment, on the
other hand, often involves the use of pleadings,
depositions, answers to interrogatories, and
affidavits.'

"5B Charles Alan Wright & Arthur C. Miller, Federal Practice
and Procedure § 1356, at 372-75 (3d ed. 2004) (footnote
omitted). See also Lloyd Noland Found., Inc. v. HealthSouth
Corp., 979 So. 2d 784, 791 (Ala. 2007) (' "Since the facts
necessary to establish an affirmative defense generally must
be shown by matters outside the complaint, the defense
technically cannot be adjudicated on a motion under Rule 12[,
Fed. R. Civ. P.]." 5 Charles Alan Wright and Arthur C. Miller,
Federal Practice and Procedure § 1277 (3d ed.2004).'), and 1
Moore's Federal Rules Pamphlet § 12.4[5][b], p. 186 (2010)
('When the plaintiff's own factual allegations affirmatively
demonstrate that the plaintiff cannot recover, dismissal
under Rule 12(b)(6) is appropriate.... Similarly, a dismissal
under Rule 12(b)(6) may be based on an affirmative defense
when the defense is clear from the face of the pleadings.'
(emphasis added)).

"Clearly, [the defendant's] res judicata argument raised
issues that were not apparent from the face of [the plaintiff's]
complaint. This Court has previously indicated that because
'a 12(b)(6) motion to dismiss only encompasses the
determination of whether the pleading states a claim upon

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which relief can be granted .... [m]atters outside the pleadings
should never be considered in deciding whether to grant a
12(b)(6) motion.' Hales v. First Nat'l Bank of Mobile, 380 So.
2d 797, 800 (Ala. 1980). See also 1 Moore's Federal Rules
Pamphlet § 12.4[5][d], p. 186 (2010) ('Because the purpose of
a Rule 12(b)(6) motion is to test the legal sufficiency of the
pleader's claims for relief, the court generally may consider
only the pleadings and incorporated exhibits in resolving the
motion....'), and 1 Champ Lyons, Jr., & Ally W. Howell,
Alabama Rules of Civil Procedure Annotated § 12.7, p. 304
(4th ed. 2004) ('[The defense of res judicata is] generally
considered appropriately raised by a motion to dismiss only in
a context where the defect appears on the face of the
complaint.').

"In HealthSouth Corp., supra, this Court examined a
defendant's 'motion to dismiss' based on the doctrines of res
judicata and collateral estoppel. Like [the plaintiff's]
complaint in the present case, the plaintiff's complaint in
HealthSouth Corp. contained no reference to other litigation.
In concluding that, despite the label assigned the motion by
the defendant, the motion actually constituted a motion for a
summary judgment, this Court stated:

" 'Although [the defendant's] motion addressing its
defenses of res judicata and collateral estoppel was
actually framed as a "motion to dismiss," the
motion should have been treated as one seeking a
summary judgment because the face of the
complaint did not reference the prior litigation and
[the defendant] properly pleaded res judicata and
collateral estoppel in its answer. The substance of
a motion, not what a party calls it, determines the
nature of the motion. Ex parte Lewter, 726 So. 2d
603 (Ala. 1998).'

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"HealthSouth Corp., 979 So. 2d at 792. Therefore, we
conclude, as we did in HealthSouth Corp., that, in substance,
[the defendant's] motion was 'one seeking a summary
judgment.' Id."

Scannelly, 74 So. 3d at 438-39.

In Scannelly, we did not hold that the doctrine of res judicata, or

the related doctrine of collateral estoppel, could never be asserted in a

motion to dismiss. However, we noted that those doctrines, like other

affirmative defenses, could be properly asserted in a motion to dismiss

only if those defenses were "readily apparent from the face of the

complaint." Scannelly, 74 So. 3d at 439. Like the complaints in Scannelly

and Lloyd Noland Foundation, Inc. v. HealthSouth Corp., 979 So. 2d 784

(Ala. 2007), Williams and the day-care provider's complaint contained no

reference to the administrative action. Thus, the circuit court could have

avoided converting the motion to dismiss into a summary-judgment

motion only by refusing to consider the decisions in the administrative

action in dismissing the claims. See Ex parte Liberty Nat'l Life Ins. Co.,

825 So. 2d 758, 762-63 (Ala. 2002) (holding that a motion to dismiss was

not converted into a summary-judgment motion when trial court did not

consider materials outside the complaint).

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This Court does not assume that a trial court considered matters

outside the pleadings merely because extraneous materials were

attached to a motion to dismiss. Ex parte Price, 244 So. 3d 949, 954-55

(Ala. 2017). However, here, the circuit court clearly considered the

decisions in the administrative action because it dismissed Williams and

the day-care provider's claims based on the doctrine of collateral estoppel

and repeatedly referred to those decisions in its judgment. Accordingly,

the circuit court converted the DHR employees' motions to dismiss into

motions for a summary judgment, even though its judgment purported to

dismiss Williams and the day-care provider's claims. See A.W. ex rel.

Hogeland v. Wood, 57 So. 3d 751, 756 (Ala. 2010) (holding that, " 'where

matters outside the pleadings are considered on a motion to dismiss, the

motion is converted into a motion for summary judgment as provided in

Rule 12(c), [Ala. R. Civ. P.], regardless of its denomination and treatment

by the trial court' " (quoting Boles v. Blackstock, 484 So. 2d 1077, 1079

(Ala. 1986)) (emphasis added)). 3

3This Court has held that, "if a motion under Rule 12(b)(6) is
converted into a motion for summary judgment, both parties shall be
given a reasonable opportunity to submit affidavits and other extraneous
proofs to avoid a party being taken by surprise through conversion of the
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For the most part, Williams and the day-care provider maintain

that the circuit court did not convert the DHR employees' motions to

dismiss into summary-judgment motions. However, as explained above,

that position is incorrect. In the alternative, Williams and the day-care

provider contend that, even if the circuit court did convert the motions,

the judgment was incorrect.

First, Williams and the day-care provider complain that the circuit

court's judgment adopted the DHR employees' conclusory

representations regarding the ALJ's decisions in the administrative

action. They assert that the circuit court overlooked and misstated the

actual findings of fact by the ALJ and ignored the fact that none of the

elements of collateral estoppel were satisfied. However, Williams and

motion to dismiss to one for summary judgment." Hales v. First Nat'l
Bank of Mobile, 380 So. 2d 797, 799 (Ala. 1980). When raised by the
nonmovant, failure to provide notice and an opportunity to submit
evidence in opposition "is prejudicial error requiring reversal." Id. Here,
nothing in the record indicates that the circuit court made the parties
aware of its intention to treat the DHR employees' motions to dismiss as
having been converted to summary-judgment motions. Nevertheless,
Williams and the day-care provider made no argument in their
postjudgment motion that the circuit court had failed to notify them of
the conversion, and they make no such argument in their briefs before
this Court. Accordingly, we will not reverse the circuit court's judgment
on that basis.
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the day-care provider's argument is itself conclusory. They do not

demonstrate from the ALJ's final decision that the circuit court's

representations of that decision were incorrect. Instead, they merely cite

the pages of the record at which the circuit court's judgment appears.

Further, Williams and the day-care provider contend that the ALJ's

final decision in the administrative action not only does not support the

application of collateral estoppel but, instead, demonstrates that

collateral estoppel does not apply. In support of this argument, Williams

and the day-care provider cite the following statement of the elements of

collateral estoppel:

" ' " ' "(1) there is identity of the parties or their privies; (2)
there is identity of issues; (3) the parties had an adequate
opportunity to litigate the issues in the administrative
proceeding; (4) the issues to be estopped were actually
litigated and determined in the administrative proceeding;
and (5) the findings on the issues to be estopped were
necessary to the administrative decision." ' " ' "

Ex parte Buffalo Rock Co., 941 So. 2d 273, 277 (Ala. 2006) (citations

omitted). Williams and the day-care provider contend that the ALJ's

findings of fact show that

"1) none of the [DHR employees] were a party to the
administrative hearing, 2) none of [Williams and the day-care
provider's] claims were issues for which the administrative

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hearing was held, 3) the administrative hearing could not and
did not afford opportunity to litigate [Williams and the day-
care provider's] claims, 4) none of [Williams and the day-care
provider's] claims were actually litigated and determined in
the administrative hearing; and, 5) there was no finding on
any of [Williams and the day-care provider's] claims and even
had there been they were unnecessary to the administrative
decision."

Williams and the day-care provider's brief on original submission, p. 20.

Finally, Williams and the day-care provider contend that the ALJ made

no findings of fact regarding the DHR employees' conduct and that, even

if he had, the above elements of collateral estoppel were not satisfied.

There are multiple problems with Williams and the day-care

provider's arguments. First, Williams and the day-care provider cite no

authority other than Buffalo Rock, which they cite only for the elements

of collateral estoppel. This Court has held that citing authority merely

for general propositions of law is insufficient to satisfy the requirement

of Rule 28(a)(10), Ala. R. App. P., that an appellate brief include "[a]n

argument containing the contentions of the appellant/petitioner with

respect to the issues presented, and the reasons therefor, with citations

to the cases, statutes, other authorities, and parts of the record relied on."

For example, in Griggs v. NHS Management, LLC, [Ms. SC-2023-0784,

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SC-2024-0704

Nov. 15, 2024] ___ So. 3d ___, ___ (Ala. 2024), this Court held that "citing

authority merely for the elements of a cause of action is generally not

sufficient to argue in an appellate brief that the allegations in a

complaint met the pleading standard regarding each element." See also

Davis v. Sterne, Agee & Leach, Inc., 965 So. 2d 1076 (Ala. 2007) (holding

that a citation to authority for traditional four-element test of negligence

was not sufficient to support an argument regarding negligence claims);

and S.B. v. Saint James Sch., 959 So. 2d 72 (Ala. 2006) (overruled on

other grounds, as recognized in Flickinger v. King, 385 So. 3d 504, 517

(Ala. 2023)) (holding that an argument failed to comply with Rule

28(a)(10) when it consisted of a single citation regarding duty and a series

of factual statements and conclusory statements of liability). Like the

arguments in Griggs, Davis, and S.B., Williams and the day-care

provider's argument consists of only a citation to the elements of

collateral estoppel and a few conclusory statements that the ALJ's final

decision in the administrative action did not establish the elements of

collateral estoppel. Accordingly, that argument does not satisfy the

requirements of Rule 28(a)(10).

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SC-2024-0704

Further, Williams and the day-care provider's argument conflates

the doctrine of collateral estoppel with the doctrine of res judicata.

Collateral estoppel precludes relitigation of issues that were actually

litigated in a previous proceeding, whereas res judicata bars litigation of

claims that were or should have been litigated in a previous proceeding.

See, generally, Lee L. Saad Constr. Co., Inc. v. DPF Architects, P.C., 851

So. 2d 507 (Ala. 2002). Nevertheless, in arguing that the elements of

collateral estoppel listed in Buffalo Rock were not satisfied, Williams and

the day-care provider argue that

"2) none of [Williams and the day-care provider's] claims were
issues for which the administrative hearing was held, 3) the
administrative hearing could not and did not afford
opportunity to litigate [Williams and the day-care provider's]
claims, 4) none of [Williams and the day-care provider's]
claims were actually litigated and determined in the
administrative hearing; and, 5) there was no finding on any
of [Williams and the day-care provider's] claims and even had
there been they were unnecessary to the administrative
decision."

Williams and the day-care provider's brief on original submission, p. 20

(emphasis added). Accordingly, Williams and the day-care provider's

argument is, for the most part, irrelevant to collateral estoppel.

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SC-2024-0704

As for Williams and the day-care provider's argument regarding the

first element of collateral estoppel -- identity of the parties or their privies

-- Williams and the day-care provider simply assert that none of the DHR

employees were parties to the administrative action. They do not address

whether privity existed between ADHR or EDHR and the DHR

employees.

For these reasons, Williams and the day-care provider have not

demonstrated that the circuit court erred in entering a summary

judgment against them based on collateral estoppel. 4

IV. Conclusion

For these reasons, we affirm the circuit court's judgment.

4The parties also address whether the circuit court's judgment was

proper based on State immunity or State-agent immunity. However, we
need not address those issues because Williams and the day-care
provider do not demonstrate that the circuit court's judgment on its
stated basis of collateral estoppel was incorrect. Because this Court can
affirm a trial court's judgment on any valid ground consistent with due
process, Liberty National Life Insurance Co. v. University of Alabama
Health Services Foundation, P.C., 881 So. 2d 1013, 1020 (Ala. 2003), we
can affirm the circuit court's judgment without addressing the immunity
issues.
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SC-2024-0704

ON REHEARING EX MERO MOTU: OPINION OF MAY 9, 2025,

WITHDRAWN; OPINION SUBSTITUTED; AFFIRMED.

Stewart, C.J., and Shaw, Wise, Sellers, Mendheim, Cook, McCool,

and Lewis, JJ., concur.

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