IN THE COURT OF APPEALS OF TENNESSEE

AT JACKSON

November 13, 2014 Session

LASCO INC. V. INMAN CONSTRUCTION CORP., ET AL.

Appeal from the Chancery Court for Shelby County

No. CH1200201 Walter L. Evans, Chancellor

No. W2014-00802-COA-R3-CV - Filed January 9, 2015

The trial court vacated an arbitration award of attorney’s fees in favor of the defendant

general contractor and its surety, concluding that such award exceeded the power of the

arbitrator. We reverse and remand to the trial court for the entry of an order confirming the

arbitration award and a determination of the reasonable attorney’s fees of the general

contractor and its surety.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Reversed and

Remanded

J. STEVEN STAFFORD, P.J., W.S., delivered the opinion of the Court, in which BRANDON O.

GIBSON, J., and KENNY ARMSTRONG, J., joined.

Vic L. McConnell, Nashville, Tennessee, for the appellants, Inman Construction Corp. and

Travelers Casualty Surety Company of America.

Elizabeth B. Stengel and Joseph T. Getz, Memphis, Tennessee, for the appellee, Lasco Inc.

OPINION

Background

This appeal concerns a dispute between subcontractor, Plaintiff/Appellee Lasco Inc.
(“Lasco”) and general contractor, Inman Construction Corp. (“Inman”). Lasco and Inman

entered into a contract (“the Subcontract”) on or around October 16, 2007 for the

construction of a College of Pharmacy Building at the University of Tennessee Health

Science Center. Specifically, the Subcontract provides that:

§ 6.2.1 Any claim arising out of or related to this Subcontract .

. . shall be subject to arbitration. Prior to arbitration, the parties

1

may, at the Contractor’s sole discretion, endeavor to resolve

disputes by mediation in accordance with the provisions of

Section 6.1.

§ 6.2.2 Claims not resolved by mediation shall be decided by

arbitration which, unless the parties mutually agree otherwise,

shall be in accordance with the Construction Industry

Arbitration Rules of the American Arbitration Association

currently in effect. Demand for arbitration shall be filed in

writing with the other party to this Subcontract and with the

American Arbitration Association, and a copy shall be filed with

the Architect.

2

Travelers Casualty Surety Company of America (“Travelers,” together with Inman,

“Appellants”) issued a nearly $50,000,000.00 surety bond on the Subcontract.

The parties began work on the project in Spring 2009. A dispute soon arose between

Lasco and Inman concerning the installation of temporary fire protection equipment. Assuch,

Inman allegedly sent a letter to Lasco on April 24, 2009, informing Lasco that it was in

breach of the Subcontract. This action set off a series of disputes between the parties,

wherein both parties asserted that the other was preventing the project from being completed

and in material breach of the Subcontract. Despite these disputes, the project was allegedly

substantially completed in July 2011. Thereafter, Lasco demanded payment pursuant to the

Subcontract. Inman, however, allegedly failed to remit payment to Lasco for the remaining

balance on the contract amount, as well as change order work.

Due to the alleged non-payment, Lasco filed a complaint for damages against the

Appellants on January 6, 2012, seeking $376,544.95 in compensatory damages for breach

of contract, unjust enrichment, breach of the duty of good faith and fair dealing, violations

of the Prompt Pay Act, and conversion. Inman filed a motion to dismiss the complaint, or

 Section 6.2.1 contains some exceptions that are not relevant in this appeal. 

1

 The Architect is not a party to this appeal. 

2

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alternatively, to compel arbitration, on February 13, 2012. Travelers joined in Inman’s

motion on February 16, 2012. On February 20, 2012, the parties entered into an agreed order

referring the matter to arbitration.

The parties participated in arbitration on November 19, 2013 through November 23,

2013. The arbitrator issued his written award on February 10, 2014, denying Lasco’s claim

in its entirety and awarding Inman $162,333.44 in attorney’s fees. Additionally, the

arbitrator ordered Lasco to reimburse Appellants the sum of $12,112.20, representing that

portion of the fees and expenses in excess of the apportioned costs previously incurred by

Inman. Accordingly, the arbitrator awarded Appellants a total award of $174,445.65 against

Lasco.

On March 6, 2014, Lasco filed a motion to vacate the arbitration award of attorney’s

fees awarded to Appellants. Lasco argued that the arbitrator exceeded his authority in

awarding the fees because an award of attorney’s fees was not authorized by the parties’

contract. On the same day, the Appellants filed their own motion for confirmation of the

arbitration award and entry of a final judgment. Thereafter, on March 31, 2014, the

Appellants also filed a response in opposition to Lasco’s motion to vacate the award.

The trial court heard arguments on the fee and expense dispute on April 2, 2014. On

April 11, 2014, the parties entered into a consent order allowing the confirmation of the

$12,112.20 in expenses that were awarded to the Appellants in arbitration. The order

provided that the Appellants “are entitled to a Judgment against Lasco . . . for the [American

Arbitration Association] fees and expenses awarded in the amount of $12,112.20.”

The only remaining dispute concerned the attorney’s fees award. On April 11, 2014,

the trial court entered an award vacating the attorney’s fee award, ruling that such award was

not authorized by the parties’ contract, and therefore, not within the authority of the arbitrator

to award. Appellants filed a timely notice of appeal.

Issues Presented

The Appellants raise three issues, which are taken from their brief:

1. Whether the trial court erred in granting Lasco’s motion

to vacate an arbitration award of attorney’s fees in favor

of Appellants.

2. Whether the trial court erred in denying an award of

attorney’s fees in favor of Appellants.

3. Whether Appellants are entitled to an award of

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reasonable attorney’s fees incurred as a result of this

appeal and the trial court proceedings associated

therewith.

Analysis

Judicial review of arbitration awards is limited. As the Tennessee Supreme Court

explained:

Tennessee has adopted the Uniform Arbitration Act, see

Tenn. Code Ann. §§ 29-5-301 to -320 (2000), which governs

“the scope of judicial review of arbitration awards.” Arnold v.

Morgan Keegan & Co., 914 S.W.2d 445, 447–48 (Tenn.1996).

The trial court’s role in reviewing the decision of arbitrators is

limited to those statutory provisions that establish the grounds

to modify or vacate an arbitration award. Id. at 448. Upon

application of a party to the arbitration to confirm the award,

Tennessee Code Annotated section 29-5-312 requires the trial

court to “confirm [the] award, unless, within the time limits

hereinafter imposed, grounds are urged for vacating or

modifying or correcting the award . . . .” The arbitration award

may be vacated if, among other reasons, “the arbitrators

exceeded their powers.” Tenn. Code Ann. § 29-5-313(a)(3). In

the alternative, a trial court can modify or correct the award

when “[t]he arbitrators have awarded upon a matter not

submitted to them and the award may be corrected without

affecting the merits of the decision upon the issues submitted.”

Tenn. Code Ann. § 29-5-314. In all cases warranting judicial

review of arbitration awards, the trial court “must accord

deference to the arbitrators’ awards.” Arnold, 914 S.W.2d at

448.

This Court is also required to apply a deferential standard

of review. See id. at 450. In Arnold, we held that when an

appellate court reviews a trial court’s decision in an arbitration

case, “it should review findings of fact under a ‘clearly

erroneous’ standard, [that is,] accept those facts as found unless

clearly erroneous.” Id. Moreover, we are “not permitted to

consider the merits of an arbitration award even if the parties

allege that the award rests on errors of fact or misrepresentation

of the contract.” Id. Where, as here, the issues presented are

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questions of law, we must resolve the matter “with the utmost

caution, and in a manner designed to minimize interference with

an efficient and economical system of alternative dispute

resolution.” Id.

D & E Construction Co., Inc. v. Robert J. Denley Co., Inc., 38 S.W.3d 513, 518 (Tenn.

2001).

In its motion to vacate the arbitration award, Lasco argued that the arbitrator

“exceeded [his] power” in granting an award of attorney’s fees to the Appellants, where such

award was not contemplated in the Subcontract. The trial court agreed and vacated the award.

On appeal, the Appellants’ argument is two-fold: (1) the trial court broadened the applicable

standard of review in vacating the award; (2) attorney’s fees are contemplated by the parties’

agreement to arbitrate. We begin with Appellants’ first argument.

Appellants argue that the trial court’s decision to vacate the attorney’s fee award went

beyond the narrow standard of review applicable in arbitration cases. According to

Appellants, even if the arbitration agreement does not provide for attorney’s fees, this was

merely a misinterpretation of the contract. Because courts cannot vacate arbitration awards

due to “errors of fact or a misrepresentation of the contract,” Appellants argue that the award

must be upheld. Arnold v. Morgan Keegan & Co., Inc., 914 S.W.2d 445, 450 (Tenn. 1996)

(noting that an arbitration award cannot be vacated because the arbitrator made a mistake of

fact or law, and it also cannot be vacated because it is irrational, or provides relief that could

not or would not be granted by the court).

We disagree that the trial court went beyond the applicable standard of review in

considering whether the contract provided for the award of attorney’s fees. From our review

of Tennessee cases wherein Tennessee courts have upheld arbitration awards in the face of

arguments that the arbitrator exceeded his power, the objections to the awards concerned the

underlying correctness of the award, rather than whether such an award was authorized

pursuant to the arbitration agreement. See, e.g., Chattanooga Area Regional Transp.

Authority v. Local 1212 Amalgamated Transit Union, 206 S.W.3d 448, 451–52 (Tenn. Ct.

App. 2006) (rejecting argument that arbitrator exceeded his powers by rewriting the

underlying employment contract); Williams Holding Co. v. Willis, 166 S.W.3d 707, 711

(Tenn. 2005) (concluding that the arbitrator did not exceed the scope of his authority in

assigning defendant 100% of the fault); Arnold, 914 S.W.2d at 450 (rejecting argument that

arbitration panel’s decision wasso irrational, that the panelshould be found to have exceeded

its power); Davis v. Reliance Elec., 104 S.W.3d 57, 61 (Tenn. Ct. App. 2002) (rejecting

argument that the arbitrator exceeded his power in failing to apply the correct burden-shifting

analysis). The issue in this case does not concern the correctness of the arbitrator’s decision

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to award attorney’s fees, but whether the arbitrator was authorized by the arbitration

agreement to award them.

The Tennessee Supreme Court has stated that “[a]rbitrators ‘exceed their powers’

when they go beyond the scope of authority granted by the arbitration agreement.” Arnold

v. Morgan Keegan & Co., Inc., 914 S.W.2d 445, 450 (Tenn. 1996). According to the

Tennessee Supreme Court:

[T]he scope of an arbitrator’s authority “is determined by the

terms of the agreement between the parties which includes the

agreement of the parties to arbitrate the dispute.” International

Talent Group,Inc. v. Copyright ManagementInc., 769 S.W.2d

217, 218 (Tenn. Ct. App. 1989). When the parties agree to

arbitrate, they are bound by the terms of that arbitration

provision. Arbitrators exceed their powers when the issue that

they decide is not within the scope of the agreement to arbitrate.

Id.

D & E Constr. Co., Inc. v. Robert J. Denley Co., Inc., 38 S.W.3d 513, 518 (Tenn. 2001).

An arbitrator’s authority to award attorney’s fees was at issue in the Tennessee

Supreme Court’s Opinion in D & E Construction. The Court looked to the content of the

parties’ agreement to arbitrate to determine whether the arbitrator exceeded his authority in

making such an award. First, the Court established that agreements to arbitrate should be

construed the same as other contracts:

It is well settled that courts must examine the content of

the entire written agreement to determine the contracting

parties’ intent. “Contractual termsshould be given their ordinary

meaning . . . and should be construed harmoniously to give

effect to all provisions and to avoid creating internal conflicts.”

Wilson v. Moore, 929 S.W.2d 367, 373 (Tenn. Ct. App. 1996).

In addition, a contract’s provisions must be interpreted in the

context of the entire contract, “ ‘viewed from beginning to end

and all its terms must pass in review, for one clause may modify,

limit or illustrate another.’ ” Frizzell Constr. Co. v. Gatlinburg,

L.L.C., 9 S.W.3d 79, 85 (Tenn. 1999) (quoting Cocke County

Bd. of Highway Comm’rs v. Newport Utils. Bd., 690 S.W.2d

231, 237 (Tenn. 1985)); see also Realty Shop, Inc. v. RR

Westminster Holding, Inc., 7 S.W.3d 581, 597 (Tenn. Ct. App.

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1999).

D & E Const., 38 S.W.3d at 518. Thus, we apply the familiar rules of contract interpretation

to agreements to arbitrate. Next, the Court held that, considering the language of the contract

and Tennessee law, an award of attorney’s fees was not contemplated by the parties:

In this case, the parties agreed to submit to arbitration “all

claims or disputes between the Contractor and the Owner arising

out [of] or relating to the Contract, or the breach thereof.” D &

E asserts that the contract’s broad language requiring arbitration

of “all claims or disputes” relating to the contract or its breach

is a clear indication of the parties’ intent to include claims of

attorney’s fees in a breach of contract dispute. We disagree.

* * *

Although the arbitration provision in this case gives the

arbitration panel very broad authority to decide any claims

relating to a breach of contract dispute, when looking at the

contract in its entirety, we find no provisions requiring the

owner to pay attorney’s fees to the contractor in the event of its

breach of the contract.

Id. at 518–19. The Court went on to conclude that other provisions in the contract supported

the conclusion that an award of attorney’s fees was not within the scope of the arbitrator’s

power. Consequently, the Court held that the arbitration panel exceeded its power in

awarding attorney’s fees and vacated the award of attorney’s fees. Id. at 519. Based upon the

holding in D & E Construction, if an arbitrator awards attorney’s fees when those fees are

not contemplated in the parties’ agreement to arbitrate, that award may be vacated as having

been rendered in excess of the arbitrator’s authority. Therefore, we must next consider

whether the arbitrator was authorized to award attorney’s fees by the arbitration agreement.

There is no dispute in this case that attorney’s fees are not expressly mentioned in the

Subcontract, much like in D & E Construction. Appellants argue, however, that unlike the

contract in D & E Construction, which was governed by Tennessee law, the agreement in

3

 Like the arbitration agreement in this case, the agreement in D & E Construction likewise 3

incorporated by reference the Construction Industry Arbitration Rules. However, from our reading of the

opinions in both the intermediate appellate court and the Tennessee Supreme Court, the attorney fee

provision of the Construction Industry Arbitration Rules, Rule 45, or its predecessor, Rule L-6, were not

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this case is governed by the Construction Industry Arbitration Rules of the American

Arbitration Association (“Construction Industry Arbitration Rules”), which approve of an

award of attorney’s fees in certain limited circumstances. In this case, the Subcontract

provides that “arbitration . . . shall be in accordance with the Construction Industry

Arbitration Rules of the American Arbitration Association.” Appellants argue that this

provision “directly and specifically incorporated the [Construction Industry Arbitration

Rules] by reference, and therefore, such defined the authority of the arbitrator.” We agree

that the parties’ contract clearly contemplates that the Construction Industry Arbitration

Rules shall govern the arbitration and define the authority of the arbitrator in this case. As

the Tennessee Supreme Court explained:

Other writings, or matters contained therein, which are

referred to in a written contract may be regarded as incorporated

by reference as a part of the contract and therefore, may be

properly considered in the construction of the contract. Where a

written contract refers to another instrument and makes the terms

and conditions of such other instrument a part of it, the two will

be construed together as the agreement of the parties.

Construing contemporaneousinstrumentstogether means

simply that if there are any provisions in one instrument limiting,

explaining, or otherwise affecting the provisions of another, they

will be given effect as between the parties themselves[.] And all

persons charged with notice so that the intent of the parties may

be carried out and the whole agreement actually made may be

effectuated.

McCall v. Towne Square, Inc., 503 S.W.2d 180, 183 (Tenn. 1973) (quoting 17 Am.Jur.2d,

Contracts §§ 263–65); see also 11 Williston on Contracts § 30:25 (4th ed.) (“Generally, all

writings which are part of the same transaction are interpreted together.”). Thus, writings

referred to in a written contract are incorporated by reference into the contract, and must be

considered as part of the agreement of the parties. The parties here clearly indicated that

arbitration would be governed by the Construction Industry Arbitration Rules. Thus, the

raised as a basis for the arbitration panel’s authority to award attorney’s fees in D & E Construction. See

D & E Const., 38 S.W.3d at 513–20; D & E Const. Co., Inc. v. Denley, No. 02A01-9812-CH-00358, 1999

WL 685883 (Tenn. Ct. App. Sept, 3, 1999), rev’d, 38 S.W.3d 513 (Tenn. 2001); see also Rose Const., 2001

WL 1683746, at *3–*4 (referring to the attorney’s fee provision of the Construction Industry Arbitration

Rules as “Rule L-6”). Instead, the courts only addressed whether the provisions of the underlying agreement

or applicable statutes authorized the award. In this case, however, the thrust of the Appellants’ argument is

that the Construction Industry Arbitration Rules provide the basis for the award of attorney’s fees.

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Construction Industry Arbitration Rules must be construed as part of the agreement of the

parties. This conclusion, however, does not end the inquiry. Instead, the question of whether

attorney’s fees were authorized must be determined by examining the Construction Industry

Arbitration Rules.

Pursuant to Rule 45 of the Construction Industry Arbitration Rules, an award of the

arbitrator may “include . . . an award of attorney’s fees if all the parties have requested such

an award or it is authorized by law or their arbitration agreement.” Am. Arb. Ass’n, Constr.

Indus. Arb. R-45(d)(ii). Appellants argue that although only one criterion must be fulfilled to

authorize an award of attorney’s fees, all three criteria are met in this case. We agree that by

the use of the disjunctive “or,” only one of the above criteria must be met in order for an

award of attorney’s fees to have been authorized by the Construction Industry Arbitration

Rules. See generally In re Demitrus M. T., 2011 WL 863288, at *16 (Tenn. Ct. App. 2011)

(recognizing that when “the inquiry is made in the disjunctive,” either of several factors will

be sufficient to meet a requirement) (citing Stewart v. State, 33 S.W.3d 785, 792

(Tenn.2000)). Accordingly, we turn to consider whether any of the above criteria have been

met.

We begin with the question of whether “all the parties have requested such an

award[.]” Am. Arb. Ass’n, Constr. Indus. Arb. R-45(d)(ii). The record on appeal contains

several documents submitted to the arbitrator during arbitration evidencing Lasco’s own

request for attorney’s fees. First, in Lasco’s initial demand for arbitration, Lasco specifically

requests attorney’s fees as a form of “Other Relief Sought.” Moreover, Lasco submitted a

post-hearing brief to the arbitrator in which it requested an award of attorney’s fees in the

amount of $335,489.65 “because of the dispute and arbitration matter.” To support its request

for attorney’s fees, Lasco cites both Tennessee’s Prompt Pay Act and Rule 45 of the

Construction Industry Arbitration Rules. In another section of its post-hearing brief, Lasco

describes the award of attorney’s fees under Rule 45 as “discretionary.” Indeed, it appears that

only after Appellants were awarded their attorney’s fees did Lasco take the position that Rule

45 did not authorize such an award. Lasco does not dispute that Appellants also requested an

award of attorney’s fees during the arbitration. Clearly, then, both parties “requested an award

of attorney’s fees” during arbitration. Am. Arb. Ass’n, Constr. Indus. Arb. R-45(d)(ii).

Accordingly, we must conclude that the Construction Industry Arbitration Rules allow the

arbitrator to make such an award.

Lasco argues, however, that regardless of its own request for attorney’s fees, the

arbitrator was still not authorized to award attorney’s fees, based on Tennessee law.

Specifically, Lasco points to Tennessee Code Annotated Section 29-5-311, which provides

that: “Unless otherwise provided in the agreement to arbitrate, the arbitrators’ expenses and

fees, together with other expenses, not including counsel fees, incurred in the conduct of the

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arbitration, shall be paid as provided in the award.” According to Lasco, the Tennessee

Supreme Court interpreted this provision as a prohibition on an award of attorney’s fees

unless the parties’ agreement specifically allowed them. The Tennessee Supreme Court did

state that “Tennessee Code Annotated section 29-5-311 states clearly and unambiguously that

attorney’s fees are not to be awarded for work performed in arbitration proceedings absent the

parties’ understanding to the contrary[.]” D & E Constr., 38 S.W.3d at 519. We respectfully

disagree with Lasco’s argument in several respects.

First, we reject Lasco’s contention that Tennessee Code Annotated Section 29-5-311

prevents the parties from incorporating the Construction Industry Arbitration Rules provision

regarding the award of attorney’s fees into their agreement. Tennessee Code Annotated

Section 29-5-311 specifically states that its provision is applicable “[u]nless otherwise

provided in the agreement to arbitrate.” Consequently, the statute unambiguously provides

that the parties are free to diverge from its requirements. See Rose Constr., Inc. v. Raintree

Dev. Co., LLC, No. W2000-01388-COA-R3-CV, 2001 WL 1683746, at *2 (Tenn. Ct. App.

Dec. 31, 2001) (“Under Tennessee law, generally, the prevailing party may not recover

attorney's fees incurred in arbitration unless the parties’ contract provides for such

recovery.”) (emphasis added).

 Here, as previously discussed, the Subcontract specifically provided that it would be

governed by the Construction Industry Arbitration Rules. The holding in D & E Construction

does not require that courts ignore the well-settled rules of contract interpretation that require

us to construe documents incorporated by reference into contracts as a single document. See

McCall, 503 S.W.2d at 183. Accordingly, regardless of whether attorney’s fees were

expressly referred to in the Subcontract, the attorney’s fee provision of the Construction

Industry Arbitration Rules is a part of the agreement of the parties and provides certain limited

circumstances where attorney’s fees may be awarded. Indeed, this Court has previously

considered the provisions of the Construction Industry Arbitration Rules, as incorporated by

reference into the parties agreement to arbitrate, to determine whether the arbitration panel

exceeded its authority in awarding attorney’s fees. See Rose Constr., 2001 WL 1683746, at

*3–*4. Therefore, the arbitrator was entitled to consider the provisions of the Construction

Industry Arbitration Rules in determining whether attorney’s fees were authorized by the

parties’ agreement.

Next, despite Lasco’s contention otherwise, the language of D & E Construction does

not require that the parties “specifically” provide for attorney’s fees in their underlying

agreement; instead, it merely requires that the parties have an “understanding” that attorney’s

fees may be awarded. D & E Constr., 38 S.W.3d at 519. As previously discussed, the parties

clearly contemplated that the provisions of the Construction Industry Arbitration Rules,

including its attorney’s fees provision, would be incorporated into the contract. Indeed, Lasco

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requested an award of attorney’s fees in its favor in the arbitration proceedings pursuant to

the very rule that they now contend is inapplicable; thus, we cannot conclude that the parties

did not have an “understanding” that attorney’s fees were at issue. For this reason, the

situation in D & E Construction is simply not analogous to the present facts. Where in D &

E Construction, the defendant objected in the arbitration proceedings to any discussion of

attorney’s fees, see 38 S.W.3d at 515, it does not appear that Lasco made a similar objection.

Instead, by its own admission, Lasco submitted an affidavit of its attorney to the arbitrator

during the proceedings in furtherance of its own request for attorney’s fees. Accordingly, the

situation in D & E Construction is inapposite to the case-at-bar.

Here, the parties’ agreement incorporates by reference the Construction Industry

Arbitration Rules. Consequently, they are to be construed as part and parcel of the entire

agreement. The Construction Industry Arbitration Rules provide three situations wherein

attorney’s fees may be awarded in an arbitration proceeding, one of which is when “all the

parties have requested such an award[.]” Am. Arb. Ass’n, Constr. Indus. Arb. R-45(d)(ii).

Both parties clearly requested that attorney’s fees be awarded to them in the arbitration

proceeding. Because this is one of the limited situations wherein attorney’s fees are allowed

pursuant to the Construction Industry Arbitration Rules, and thus, the parties’ agreement, the

arbitrator did not exceed his authority in awarding Appellants their attorney’s fees.

Accordingly, we need not consider whether any of the other criteria in Rule 45 of the

Construction Industry Arbitration Rules are applicable.

Attorney’s Fees on Appeal

Finally, Appellantsrequest an award of their attorney’sfeesincurred in the proceedings

in the trial court and this appeal pursuant to Tennessee Code Annotated Section 29-5-315,

which provides:

Upon the granting of an order confirming, modifying or

correcting an award, judgment or decree shall be entered in

conformity therewith and be enforced as any other judgment or

decree. Costs of the application, and of the proceedings

subsequent thereto, and disbursements may be awarded by the

court.

(Emphasis added). This Court has previously held that Tennessee Code Annotated Section 29-

5-315 authorizes the award of attorney’s fees incurred in enforcing an arbitration award. See

Alison Group, Inc. v. Ericson, 181 S.W.3d 670, 675–76 (Tenn. Ct. App. 2005) (citing

Wachtel v. Shoney's, Inc., 830 S.W.2d 905, 909 (Tenn. Ct. App. 1991)). Lasco’s only

argument against the award of attorney’s fees in the trial court and on appeal is that

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Appellants “are not entitled to attorney’s fees . . . as the record supports the trial court’s

determination.” Because we have concluded that the record does not support the trial court’s

determination, we exercise our discretion to award Appellantstheir reasonable attorney’sfees

incurred in enforcing their arbitration award in the trial court and on appeal.

Conclusion

The judgment of the Chancery Court of Shelby County is reversed and this case is

remanded to the trial court for the entry of an order confirming the arbitration award and a

determination of Appellants’ reasonable attorney’s fees incurred in the trial court and on

appeal. Costs of this appeal are taxed to Appellee Lasco Inc., for which execution may issue

if necessary.

_________________________________

J. STEVEN STAFFORD, JUDGE

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