## Facts

- A Tennessee musical performer contracted with a Nebraska company operating a Branson, Missouri theater to provide performances for the 2007 season.
- The agreement set weekly compensation, a deposit credited to the final week, limits on show length and frequency, and deductions for specified dates the performer would be unavailable.
- The contract required mutually agreed performance scheduling and contained a Nebraska choice-of-law clause.
- The contract also stated that the prevailing party in a breach action could recover costs and reasonable attorney’s fees.
- The performer was paid during rehearsals and after opening, and performed about 60 shows before the theater canceled the engagement mid-season and stopped paying.
- The performer sued in Tennessee for unpaid compensation, prejudgment interest, and attorney’s fees.
- After a bench trial, the trial court awarded contract damages plus prejudgment interest and attorney’s fees.
- On appeal, the theater challenged only prejudgment interest and attorney’s fees, arguing Nebraska law governed those remedies.

## Issues

1. Whether the contract’s Nebraska choice-of-law clause required applying Nebraska law to the availability of attorney’s fees, rather than Tennessee law treating fees as procedural.
2. Whether prejudgment interest was allowable under Nebraska law on the performer’s contract damages.

## Decision

- The appellate court enforced the Nebraska choice-of-law clause.
- The court held attorney’s fees are a substantive issue for conflicts purposes and therefore governed by Nebraska law.
- Applying Nebraska law, the court reversed the attorney’s-fee award because Nebraska generally disallows contractual fee shifting absent statutory authorization or an established uniform course of procedure.
- Applying Nebraska law, the court reversed the prejudgment-interest award because the damages were subject to reasonable dispute and thus unliquidated.
- The court remanded for proceedings consistent with its rulings; liability and the underlying compensatory damages were not disturbed.

## Legal Principles

- Contractual choice-of-law provisions are generally enforceable unless the chosen state lacks a substantial relationship to the parties/transaction or application would violate a fundamental policy of a state with a materially greater interest.
- In conflicts analysis, whether a party has a right to recover attorney’s fees is a substantive matter governed by the applicable substantive law, not merely forum procedure.
- Under Nebraska law, attorney’s fees are not recoverable unless authorized by statute or a recognized uniform course of procedure; contractual fee-shifting provisions alone are not enforceable.
- Under Nebraska law, prejudgment interest is generally limited to liquidated claims—amounts readily determinable and not subject to reasonable controversy as to liability or amount.

## Conclusion

The court applied Nebraska law as chosen by the parties, eliminating attorney’s fees and prejudgment interest because Nebraska does not enforce contractual fee shifting without statutory authorization and limits prejudgment interest to liquidated, noncontroversial claims.


Boswell v. RFD-TV The Theater, LLC, 498 S.W.3d 550 (Tenn. Ct. App. 2016)