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IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE
NOVEMBER 5, 2002 Session RONNIE E. ERWIN v. MOON PRODUCTS, INC.
Direct Appeal from the Chancery Court for Marshall County No. 11240 Honorable J. B. Cox, Chancellor

No. M2002-00877-COA-R9-CV - Filed August 5, 2003

This is an appeal from a denial of an application to compel arbitration. For the following reasons, we affirm the court below.

Tenn. R. App. P. 9; Judgment of the Chancery Court Affirmed and Remanded ALAN E. HIGHERS, J., delivered the opinion of the court, in which W. FRANK CRAWFORD , P.J., W.S., and DAVID R. FARMER , J., joined. Jay S. Bowen, Timothy L. Warnock, Amy C. Martin, Nashville, TN, for Appellant William T. Ramsey, Michael G. Mason, Nashville, TN, for Appellee OPINION Facts and Procedural History On April 30, 1998, Ronnie E. Erwin ("Mr. Erwin") entered into a "Members Agreement (Members Agreement or Membership Agreement)" with Moon Investors, LLC. While the Members Agreement covered a host of issues, we will mention only those pertinent to this appeal. Mr. Erwin was designated as the sole "Employee Member." Paragraph 5 of the agreement is titled "Termination of Employment" and defines "cause," "termination for cause," and "involuntary termination." These definitions are applied in the sections following the definitions outlining the procedure that would be used for the LLC to purchase Mr. Erwin's interest in the event that Mr. Erwin's employment was terminated. The Members Agreement also contained an arbitration provision that mandated the arbitration of "any controversy or claim arising out of or relating to this Agreement." Thereafter, on May 1, 1998, the parties entered into an "Employment Agreement" (Employment Agreement) which provided that Mr. Erwin was to serve as President and CEO of Moon Products for five years. The Employment Agreement provided for the salary and benefits of

Mr. Erwin. In paragraph 5 of the agreement, entitled "Termination and Continuation of Salary," the Employment Agreement provided that "[i]n the event Company shall terminate Employee's employment during the term of this Agreement, Employee shall be entitled to a continuation of the monthly salary payments . . . until the expiration of the term of the Agreement." The Employment Agreement did not contain an arbitration clause. On May 5, 1999, Moon Products notified Mr. Erwin that his "contract was being terminated for cause." After being advised that he would receive no further compensation because he was terminated for cause, Mr. Erwin filed suit in the Chancery Court on October 25, 1999 based on the Employment Agreement. On October 16, 2001, Moon Products served Mr. Erwin with a Demand for Arbitration based on the Members Agreement, asking Mr. Erwin to stay the trial of the case pending arbitration. Mr. Erwin refused this demand and after a hearing on the matter, the trial court ruled that the arbitration clause in the Members Agreement did not apply to the Employment Agreement. Moon Products then filed for permission to appeal under Rule 9 of the Tennessee Rules of Appellate Procedure and that permission was granted.1 Moon Products presents the following two issues for our review: I. Whether the lower court erred in denying Moon Products' Motion to Stay this Case and to Compel Arbitration? II. Whether the parties agreed, at the time they entered into the "Employment Agreement," that a dispute involving "cause" for termination of employment would be subject to arbitration? Standard of Review The findings of fact made by a trial court are given a presumption of correctness that will not be overturned unless the evidence preponderates against those findings. See TENN. R. APP . P. 13(d); see also Bank/First Citizens v. Citizens and Assoc., 82 S.W.3d 259, 262 (Tenn. 2002). A trial court's ruling on a matter of law, however, will be reviewed "`under a pure de novo standard . . . according no deference to the conclusions of law made by the lower court[].'" Bank/First Citizens, 82 S.W.3d at 727 (quoting Southern Constructors, Inc. v. Loudon County Bd. of Educ., 58 S.W.3d 706, 710 (Tenn. 2001)). With respect to issues relating to the interpretation of a contract, "[t]he interpretation of a written agreement is a matter of law and not of fact, therefore, our review is de novo on the record with no presumption of the correctness of the trial court's conclusions of law." Inscoe v. Kemper, No. M1999-00741-COA-R3-CV, 2000 WL 1657844, at *2 (Tenn. Ct. App. Nov. 6, 2000) (citing Union Planter's Nat'l Bank v. American Home Assurance Co., 865 S.W.2d 907, 912 (Tenn. Ct. App. 1993)). Law and Analysis This case is presented to us as an interlocutory appeal under Rule 9 of the Tennessee Rules of Civil Procedure. In the Agreed Order granting this Rule 9 appeal, the court below stated that "the Court's legal basis for granting Defendant's motion to seek an interlocutory appeal is set forth in Tenn. Code Ann.

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