Troy v. RFD-TV The Theater, LLC
498 S.W.3d 550
Tenn. Ct. App.2016Background
- Troy Boswell (performer) contracted with RFD‑TV The Theater (Theater) for seasonal performances March 1–Oct 31, 2007; parties agreed Nebraska law governed the contract.
- Contract provided weekly rehearsal and performance pay, a $5,000 deposit, a $/day pro‑rata deduction for specified unavailable dates, and a contractual attorney’s‑fee clause for the prevailing party.
- Theater opened March 29; Boswell performed 60 shows through June 28 and was paid accordingly; Theater cancelled the show on July 1, 2007 and stopped weekly payments.
- Boswell sued in Tennessee state court for breach of contract seeking contract damages (~$82k originally), prejudgment interest, and contractual attorney’s fees; trial court awarded $70,744 in damages, $59,864.18 prejudgment interest, and $90,000 attorney’s fees.
- On appeal the Theater challenged the prejudgment interest and attorney’s‑fee awards under Nebraska law (the contract’s choice‑of‑law). Tennessee courts apply forum procedural rules in conflicts contexts but must decide whether attorney’s fees are substantive (governed by contract choice) or procedural (governed by forum).
- This Tennessee appellate court reversed the awards of prejudgment interest and contractual attorney’s fees and remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether contractual attorney’s‑fee claim is governed by forum (Tenn.) procedural law or by contract choice‑of‑law (Nebraska) | Boswell argued attorney’s fees are procedural, so Tennessee law allows enforcement of the contractual fee provision | Theater argued Nebraska law applies (per contract) and Nebraska invalidates contractual attorney’s‑fee clauses absent statutory authorization | Court held attorney’s‑fee recovery under the contract is a substantive right governed by the contract’s Nebraska choice‑of‑law; Nebraska law bars enforcement of the fee clause, so award vacated |
| Whether Nebraska prejudgment‑interest statute applies and, if so, whether prejudgment interest is proper | Boswell sought prejudgment interest under Neb. Rev. Stat. §§45‑103/45‑104 at 12% from Oct 31, 2007 | Theater argued a "reasonable controversy" existed as to liability/amount, barring prejudgment interest under Nebraska law | Court applied Nebraska law (parties did not dispute choice) and held a reasonable controversy existed as to the amount awarded (successful offsets), so prejudgment interest was not permitted; award vacated |
Key Cases Cited
- Stewart v. Bennett, 727 N.W.2d 424 (Neb. 2007) (Nebraska rule that contractual attorney‑fee provisions are unenforceable absent statute or uniform procedure)
- Cracker Barrel Old Country Store, Inc. v. Epperson, 284 S.W.3d 308 (Tenn. 2009) (Tennessee recognizes contractual exception to American rule allowing contractual attorney’s fees)
- Wiebe Constr. Co. v. Sch. Dist. of Millard, 255 N.W.2d 413 (Neb. 1977) (prejudgment interest may be awarded on liquidated claims; unsuccessful offsets do not defeat liquidity)
- Gottsch Feeding Corp. v. Red Cloud Cattle Co., 429 N.W.2d 328 (Neb. 1988) (successful setoff renders claim unliquidated and bars prejudgment interest)
- Langel Chevrolet‑Cadillac, Inc. v. Midwest Bridge & Constr. Co., 329 N.W.2d 97 (Neb. 1983) (affirming denial of prejudgment interest where amount was subject to offset)
- Wetovick v. Cnty. of Nance, 782 N.W.2d 298 (Neb. 2010) (Nebraska limits equitable exception for fee awards to narrow bad‑faith/vexatious litigation conduct)