IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

May 4, 2022 Session

MANKIN MEDIA SYSTEMS, INC. v. TIMOTHY CORDER

Appeal from the Chancery Court for Williamson County

No. 19CV-48300W Joseph A. Woodruff, Judge

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No. M2021-00830-COA-R3-CV

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Appellant appeals the trial court’s order affirming the award of an arbitrator. Appellant 

filed suit against its former employee, the Appellee, alleging breach of contract for 

violation of certain provisions of the employee handbook, which also contained an 

arbitration clause. Because the handbook does not constitute an enforceable employment 

contract, the trial court erred in ordering the parties to arbitrate and in affirming the 

arbitrator’s award. Reversed and remanded.

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

Reversed and Remanded

KENNY ARMSTRONG, J., delivered the opinion of the court, in which FRANK G. CLEMENT,

JR., P.J., M.S., and ANDY D. BENNETT, J., joined.

J. Cole Dowsley, Jr. and Sarah M. Ferraro, Nashville, Tennessee, for the appellant, Mankin 

Media Systems, Inc.

James W. Cobb, Abigail M. Mabry, and Taylor M. Davidson, Hendersonville, Tennessee, 

for the appellee, Timothy Corder.

OPINION

I. Background

Appellant Mankin Media, Inc. (“Mankin”) is an audio, video, and lighting systems 

integration company based in Franklin, Tennessee. It sells, designs, installs, and supports 

technology systems primarily for churches and house-of-worship clients across the

country. In July 2014, Mankin hired Appellee Timothy Corder as a salesperson, a position 

06/30/2022
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that gave Mr. Corder access to Mankin’s proprietary information, systems, and customer 

information. On October 6, 2017, Mr. Corder executed an acknowledgment of receipt of 

an Employee Handbook, which contained the following relevant provision:

2.2 Dispute Arbitration

In return for Company’s promise to do the same, your continued 

employment, and other benefits conferred through the employment 

relationship, you the employee (hereinafter “you,” “your”) promise to submit 

to binding arbitration all claims, disputes, or controversies with Mankin and 

its officers, directors, and employees, arising out of or relating to your 

employment relationship with Mankin, including disputes related to your 

wages and benefits, your termination, intellectual property rights, 

confidentiality, and any breach of this agreement, to be decided by an 

independent, mutually agreed upon arbitrator and any Mankin arbitration 

policy or agreement.

In November 2018, Mr. Corder entered employment discussions with One 

Diversified, LLC (“Diversified”). At that time, Diversified had no church or house-ofworship division and wished to hire Mr. Corder to start and head such division. Mr. Corder 

began working for Diversified in December 2018.

Before leaving Mankin, Mr. Corder allegedly downloaded Mankin’s database of 

client contacts. Mr. Corder also allegedly took other Mankin files with him, including 

photos of Mankin’s projects. He also allegedly contacted three of Mankin’s clients to tell 

them about his new position with Diversified and invited those clients to a trade show in 

Las Vegas in early 2019 on behalf of Diversified. Several of those clients eventually 

followed Mr. Corder to Diversified, ending their relationships with Mankin.

On April 24, 2019, Mankin filed suit against Mr. Corder, alleging breach of contract 

based on Mr. Corder’s alleged violation of certain provisions of the Handbook; (2) breach 

of fiduciary duty; (3) intentional interference with business relationships; and (4) 

conversion. On June 4, 2019, Mr. Corder filed a Tennessee Rule of Civil Procedure 

12.02(3) motion to dismiss for improper venue on the ground that the Handbook contained 

an arbitration provision. By order of August 16, 2019, the trial court denied Mr. Corder’s 

motion to dismiss, stayed the proceedings, and ordered the parties to arbitrate.

On or about November 19, 2019, Mr. Corder filed an answer and counter-complaint. 

In his answer, Mr. Corder denied that the Handbook constituted a binding contract between 

the parties. Rather, he asserted that his employment with Mankin was at-will pursuant to 

the terms of an oral agreement. As such, in his counter-complaint, Mr. Corder alleged that 

Mankin had breached the parties’ oral contract by withholding commissions that Mr. 

Corder earned prior to his departure from Mankin. 
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The parties proceeded to arbitration pursuant to the trial court’s order. On April 16, 

2021, the arbitrator entered a final award, wherein it found that the Handbook did not 

constitute a binding contract; as such, the arbitrator dismissed Mankin’s lawsuit. 

Concerning Mr. Corder’s counter-complaint, the arbitrator awarded him $23,032.15 in 

damages and $3,058.19 in interest. On or about May 14, 2021, Mankin filed a motion to 

vacate the arbitration award, wherein it argued that the arbitrator exceeded his authority by 

finding that the Handbook was not a binding contract but then proceeding to hear the case 

under the arbitration clause contained therein. On May 24, 2021, Mr. Corder moved for 

entry of an order affirming the arbitrator’s award. On June 14, 2021, the trial court heard 

the competing motions. By order of June 28, 2021, the trial court affirmed the arbitrator’s 

award in favor of Mr. Corder. Mankin appeals.

II. Issues

Mankin raises the following issues as stated in its brief:

1. Whether the trial court erred in ordering the parties to arbitration by finding 

the dispute resolution clause in the employee handbook to be an enforceable 

agreement to arbitrate.

2. Whether the trial court erred in refusing to alter or amend the court’s 

August 19, 2019 order after the arbitrator concluded that the document 

containing the purported arbitration provision was not a valid, enforceable 

contract. 

3. Whether the trial court erred in confirming the arbitration award when the 

arbitrator exceeded his powers by issuing a final award despite concluding 

that the document containing the purported arbitration provision was not a 

valid, enforceable agreement. 

4. Whether the trial court lacked subject matter jurisdiction to confirm the 

arbitration award when there was no valid agreement to arbitrate between the 

parties.

III. Analysis

The threshold question in this appeal is whether the Handbook constitutes a valid 

and enforceable contract between the parties. If so, the trial court’s decision to send the 

matter to arbitration, under section 2.2. of the Handbook, is not reversible error. However, 

if the Handbook does not constitute an enforceable contract, then there was no basis for 

arbitration, and the trial court erred in ordering arbitration in lieu of a trial on the merits. 

“The determination of whether a contract has been formed is a question of law.” German 

v. Ford, 300 S.W.3d 692, 701 (Tenn. Ct. App. 2009) (citing Murray v. Tenn. Farmers 

Assurance Co., No. M2008-00115-COA-R3-CV, 2008 WL 3452410, at *2 (Tenn. Ct. 

App. Aug. 12, 2008)). “Questions of law are reviewed de novo with no presumption of 

correctness.” Bowden v. Ward, 27 S.W.3d 913, 916 (Tenn. 2000)
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The Tennessee Supreme Court has recently explained:

[A]n employee handbook can become a part of an employment contract. 

[Rose v. Tipton County Pub. Works Dep’t, 953 S.W.2d 690, 692 (Tenn. Ct. 

App. 1997)]; see also Reed v. Alamo Rent-A-Car, Inc., 4 S.W.3d 677, 688 

(Tenn. Ct. App. 1999). However,

[i]n order to constitute a contract, . . . the handbook must 

contain specific language showing the employer’s intent to be 

bound by the handbook’s provisions. Unless an employee 

handbook contains such guarantees or binding commitments, 

the handbook will not constitute an employment contract. As 

stated by one court, in order for an employee handbook to be 

considered part of an employment contract, the language used 

must be phrased in binding terms, interpreted in the context of 

the entire handbook, and read in conjunction with any other 

relevant material, such as an employment application.

Rose, 953 S.W.2d at 692 (internal quotation marks omitted) (citations 

omitted). Thus, there is “a high standard for establishing the existence of an 

employer’s specific intent to be bound by the terms of an employee 

handbook.” Brown v. City of Niota, 214 F.3d 718, 721 (6th Cir. 2000) 

(interpreting Tennessee law).

Keller v. Casteel, 602 S.W.3d 351, 360 (Tenn. 2020). This Court has explained the process 

for making a determination of whether an employee handbook constitutes and employment 

contract as follows:

Whether an employee handbook or manual contains contractually 

enforceable terms depends upon the specific language used in the handbook 

or manual. Rose[,] 953 S.W.2d at 692. The interpretive rules used to 

determine what the language means are the same as the rules used to construe 

contracts. Accordingly, the courts will focus on the four corners of the 

manual or handbook and the other related employment documents and will 

construe these documents as written. They will also give the terms in the 

documents their natural and ordinary meaning, Williams v. Maremont Corp., 

776 S.W.2d 78, 80 (Tenn.Ct.App.1988), and will construe these terms in the 

context of the entire agreement.

Vargo v. Lincoln Brass Works, Inc., 115 S.W.3d 487, 491-92 (Tenn. Ct. App. 2003) 

(footnotes omitted). 
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Turning to the language used in the Handbook, in the “Foreward” section, it 

provides: “It’s also a good reminder that the Employee Handbook is not an employment 

contract, and nothing in this Employee Handbook gives an employee any right, express or 

implied, to continue employment” (emphasis added). The “Foreword” further states that, 

“[A]ll terms, conditions, policies, and procedures as stated in this document are subject to 

change, and nothing stated herein is guaranteed to remain a fixed term or condition of your 

employment.” Likewise, at section 1.5, the Handbook again states, “Nothing in this 

employee Handbook creates a binding employment contract between Company and its 

employees or provides a guaranty of continued employment for any amount of time” 

(emphasis added). Rather, as the Handbook goes on to state, “At will employment status 

may only be altered through an express, signed, written agreement between Company and 

employee to that specific intended purpose.” No such agreement exists in this case. This 

Court has explained:

[T]he courts will decline to construe an employee handbook or manual to 

contain enforceable contractual obligations if the handbook or manual states 

that it is not intended to be a contract or that the provisions in the manual are 

subject to unilateral change by the employer without the employee’s consent.

Vargo, 115 S.W.3d at 491 (footnotes omitted). As set out above, the Handbook clearly 

states that it is not intended to be a contract, and further states that the provisions therein 

are subject to unilateral change without the employee’s consent. Therefore, under the 

foregoing authority, we conclude that the Handbook does not constitute a valid, 

enforceable contract between the parties.

Although the trial court ultimately concluded that the Handbook was not a valid 

employment contract, it nonetheless enforced the arbitration provision of the Handbook. 

This was error. In the absence of a valid contract requiring arbitration, there was no basis 

for the trial court to order the parties to arbitrate. Rather, the lawsuit was subject to 

adjudication by the trial court and should not have been decided by arbitration.

IV. Conclusion

For the foregoing reasons, we reverse the trial court’s order affirming the arbitrator’s 

award. The case is remanded for such further proceedings as may be necessary and are 

consistent with this opinion. Costs of the appeal are assessed one-half to Appellant, 

Mankin Media Systems, Inc., and one-half to Appellee, Timothy Corder, for all of which 

execution may issue if necessary. 

s/ Kenny Armstrong

KENNY ARMSTRONG, JUDGE