1 The Unif orm A rbit

rat ion Act

as en acte d by Tenne ssee and codi fi ed atTenn. Code Ann. § 29-5- 301 et se q
. provides a li mited exception to the rule that an appeal to this Court i s permissible only from a final judgment adjudicating (con tinued ...) 

### IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE July 9, 2003 Session TAMARA LYNN FONTAINE, ET AL 

### . v. WEE KLY HOM ES, L. P., d /b/a DAVID WEEKLY HOMES, LLC, ET AL 

### . Direct Appeal from the Chancery Court for Williamson County

No. 28350 Russ Heldman, Judge

No. M2002-01651-COA-R3-CV - Filed August 13, 2003

Defend ants/app ellants appeal the tria l cou rt’s deni al of

their motio n to c ompe l arb itra tion. We affirm. Tenn. R. App.P. 3 Appeal as of Right ; Judgme nt of the Cha

ncery Court Affirm

ed; and Remanded
D AV ID R. F ARMER , J., delivered the opinion of the court, in whichA LAN E. H IGHERS , J. and H OLLY M. K IRBY , J., joined.
James.S. Higgins, Nashville, Tennessee, for the Appellants, Weekly Homes , L.P., d/b/a Dav id Weekly Homes, L .L.C., and Scott Bauer. Larry L. Crain, Brentwood, Te nnessee, for the appellee, Tamara Ly nn Fontaine.
OPINION
Defenda nts/appellants, Weekly Homes, L .P., d/b/a D avid Week ly H omes, L

LC an d Scott Bauer (collectively, “

Weekly Homes”), a

ppeal the trial court’s denial of th eir motion to compel arbitra tio n of an action commenced by an employee , Tamara Ly nn Fontaine (Ms. Fontaine) for assault and violations of the Tennessee Human Rights Act as codified a t Tenn. Code Ann. § 4-21- 101. Weekly Homes contends that provisions contained in its Team Member Handb ook (“the handbook”) constitute

a contra ct between the pa

rties to su bmit claimsor dispute s betwee n them to binding arbitration. Weekly Hom es according ly s ubmits that the trial court er red by deny ing its motion to compel arbitration and ordering the parties to non-binding mediation pursuant to Rule 31 of the Te nnessee Supreme C ourt Rules

. 11 (.. .cont inu ed) all the claim s, rights and liabilities of a ll parties. T.R . Mills Contractors , Inc. v. WRH Enterprises , 93 S. W. 3d 861, 864 (Tenn. Ct. App. 200 2)(perm. app. denied). An appeal may be taken from an order denying an application t o compe l arbi tra ti on made pur suan t t o § 29-5- 303. Tenn. Code Ann. § 29-5- 319. -2- Issues Presented
The only issue now

before this C ourt is whether an arbitration agree ment existed between the part ies su ch th at it w as er

ror f or the tria l cou rt to d eny We ekly Homes ’ motion to compel arbitration. Contract interpretation is a matter of law. Guili ano v. C leo, Inc. , 995 S.W.2d 88, 95 (Tenn.1999). We review the trial court's conclusions on matters of law de novo , with no presumption of corr ectness . Tenn. R. App. P. 13( d); Bowden v. Ward , 27 S.W.3d 913, 916 (Tenn.2000). Analysis Arbitration is favored

by the legislature and the courts as permitting and encouraging a quic k, cost effective, and efficient method of dispute re solution which may never theless be binding on the parties. T.R. Mills Co ntractors , Inc. v. WRH E

nterp rise s , 93 S.W. 3d 861, 868 (Tenn. Ct. App. 2002)(pe rm. app. den

ied). Ho wever, parties c annot be f orced in to binding

arbitra tion on cla

ims which they did not ag

ree to arbitrat e, and Tennessee’s version of the Uniform Arbitra tion Act contains several provisions designed to “prevent par ties from being victimized by t he very finality th at makes arbitration the procedure of choice for certain ty

pes of disputes.” Id. at 869 ( quotin g Smithv. Smith , 989 S.W.2d 346, 348 (Tenn. Ct. App. 1998)). Thus in Te nnessee , an ag

reemen t to arbitrate must be in writing. Id. at 869.
In deciding whether to grant a motion to compel arbitration, the threshold issue for the court is whether the parties have entered into a written agreement to arbitrate. Weekly Homes contends that the section in its handbook titled “Dispute Resolution” constitutes a written agreement betwee n it and its employees to arbitra te all employment related disputes. It further arg ues that this provision is binding notwithstanding an at-wi ll employment relationship and the fa ct that the handbook may be revised by

Weekly Homes. We disag ree.
To be enfor

ceable , a contr

act "mu st result f

rom a meeting of the minds of the part ies in mutual assent to [ its] ter ms." Johnson v. Central Nat'l Ins. Co. , 356 S.W .2d 277, 281 (Tenn.1962). Handbooks such as the oneat issue here do not in themselves constitute contracts. See Gardner v. Universi ty of Memph is , No. W2 002- 01417 -COA -R3- CV, 20 03 WL 1872640 (Tenn. Ct. App. Apr. 8, 2003) ( no perm. app. filed ). Rather, there must be an expression of an intent to be bound in the specific language of the handbook. Id .; Smith v. M orris , 778 S.W.2d 857, 858 (Tenn. Ct. App.1988). Weekly Homes conte nds t hat Ms . Font aine’s signat ure ack nowle dging r eceipt of the handbook evi dences her i ntent to be bound to its dispute resolution procedures. The acknowledgment page sig ned by Ms. Fontaine

reads, in toto :-3-

I have read the inform ation in my Team Member H andbook on the following subjects :
1. Section 4 - Policies Equal Opportunity Employ ment - page #32 Conflicts of Interest - pag e #33 Sexual Harassment - page #31 2. Section 6 - Dispute Resolution - page #43 3. Section 7 - Confidentially (sic) Computer Systems and Networks - pa ge #52 This hardly indicates a

n intent to by Ms. Fontaine to be bound to arbitra tion. Further, the language of the entire dispute resolution section of the handbook is permissive and fails to communicate to the employee that it should be considered binding. The sect i on describes the arbitration pr ocessesand commu

nicatesthat it is the pref

erred m echanis m of dispute resolutio n. Howev er, the s ection on arbitra tion state s that if a

dispute in

volves a legall y protected right, the employee “

may opt directly for a

r bitration” (emphasis added). Nothing in this section indicates to the employee that he has agreed to be bound to an arbitra tion process, thereby

waiving his right t o the c ourts . More signi ficant ly, the l anguage of the section evidences no intent by Weekly Homes to be bound to arbitration.
The very brie

f record before us contains only the dispute resolution section of the handbook. Thus we cannot determine whether any other section of the handbook evidences contractual inten t. Counsel for Weekly Homes state d at oral argument, however, that Weekly Homes rese rvedthe right to revise the handboo k, and tha t not all the provisions in the handbook would be considered contractual in nature. The arb itration p rovision in

the disput

e resolution section specifically states that it “does n ot establi sh any of the ter ms of your employ

ment.” Certa inly, th e speci fic la nguage of the dispute resolution section is far fr om suffic ient to de

monstrate Weekly Homes’ in

tent to be bound to the arbitration provision. Weekly Homes simply has fa

iled to carr

y itsburden o f proving

that a wr itten, en forcea ble arbitration agree

ment existed betwee

n it and Ms. Fontaine. We accordingly affirm the order of the trial cou rt. Costs of thi s appeal are taxe d to the ap

pellants, Weekly

Homes, L .P., d/b/a D avid Weekly Homes, LL

C and Scott Bauer, and their su re ti es , f or wh ic h e xe cu ti on ma y is su e i f n ec es sa ry.

___________________________________ DAVID R. FARMER, JUDGE