                 IN THE COURT OF APPEALS OF TENNESSEE
                             AT NASHVILLE
                                 September 11, 2007 Session

     ROBERT J. YOUNG COMPANY v. NASHVILLE HOCKEY CLUB
                    LIMITED PARTNERSHIP

               A Direct Appeal from the Chancery Court for Davidson County
                 No. 05-1271 II   The Honorable Carol McCoy, Chancellor



                     No. M2006-2511-COA-R3-CV - Filed March 26, 2008


        This case arises from a contract dispute between the parties. The Appellant herein, Nashville
Hockey Club, entered into a “Sponsorship Agreement” with the Appellee herein, Robert J. Young
Company. Subsequently, the parties agreed to change their agreement. As a result, the parties
entered into a subsequent “Letter of Agreement.” When a players’ strike occurred, Appellee wished
to cancel the contract. Appellant claimed that the “Sponsorship Agreement,” and particularly the
force majeure clause contained therein, were not superseded by the “Letter of Agreement.” The trial
court granted summary judgment against Appellee and, following a hearing on Appellant’s counter-
claim, granted judgment in favor of Appellant but did not award damages based upon its finding that
Appellant had mitigated all of its damages. Appellant appeals on the issue of damages. Appellee
appeals on the issue of what, if any, agreement exists between the parties. Finding that the plain
language of the “Letter of Agreement” supports a finding that same supersedes the “Sponsorship
Agreement,” we reverse and remand.


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

W. FRANK CRAWFORD , J. delivered the opinion of the court, in which ALAN E. HIGHERS, P.J., W.S.
and JEFFREY STEWART , SP.J., not participating.

Robert J. Walker and John L. Farringer IV of Nashville, Tennessee for appellant, Nashville Hockey
Club Limited Partnership

Ralph W. Mello of Nashville, Tennessee for Appellee, Robert J. Young Company

                                            OPINION

       The material facts of this case are undisputed. Robert J. Young Company (“RJY,” or
“Appellee”) and the Nashville Hockey Club Limited Partnership (“NHC,” or “Appellant”) first
discussed entering into a sponsorship agreement in 1997. On February 20, 1998, the parties entered
into a “Letter of Intent.” Thereafter, on September 1, 1998, the parties entered into a “Sponsorship
Agreement.” By its own terms, the “Sponsorship Agreement” was to run from July 1, 1998 until
June 30, 2001. Under the “Sponsorship Agreement,” RJY agreed to purchase fourteen season
tickets to Predator hockey games and to pay an annual sponsorship fee (paid in six equal
installments) for two dasher-board panels. The NHC, in turn, agreed to pay for certain office
equipment and related services from RJY. Section Eleven of the “Sponsorship Agreement” contains
a force majeure clause, which reads as follows:

               11. FORCE MAJEURE.

                       In the event compliance with any of the parties’ obligations
               under this Agreement is impractical or impossible due to any
               emergency, including, but not limited to, player strikes, management
               lockouts, labor disputes, embargoes, flood, earthquake, storm,
               lightning, fire, epidemic, acts of God, war, national emergency, civil
               disturbance or disobedience, riot, sabotage, terrorism, threats of
               sabotage or terrorism, restraint by court order or order of public
               authority, failure of machinery or equipment or any other occurrence
               beyond the parties’ reasonable control (each such occurrence being
               an “Event of Force Majeure”), then the time for performance of such
               obligations shall be extended for a period equal to the duration of the
               event of Force Majeure.

The parties also agreed, in Section Thirteen of the “Sponsorship Agreement,” to arbitrate any
disputes arising out of the agreement, and for payment of reasonable attorneys’ fees and other
expenses for the prevailing party.

        Within a short period of entering into the “Sponsorship Agreement,” RJY approached the
NHC to consider changing the terms of the “Sponsorship Agreement.” Specifically, RJY wanted
to trade in its season tickets for one of the luxury suites at the Gaylord Entertainment Center (the
“Arena”). RJY also proposed the creation of a business center for use by the luxury suite owners
at the Arena that would be named the “Robert J. Young Business Center.” In addition, RJY asked
to be named the official sponsor of the Predators for a ten-year-term–a title it could advertise on its
trucks, website, and marketing materials.

      Following negotiations, in late October 1998, the parties entered into a “Letter of
Agreement.” The “Letter of Agreement” reads, in pertinent part, as follows:

               The suite is listed at $100,000 per year. We agreed to the following
               compensation structure:

               •       Term:                           10 years, 1998-2008
               •       Annual Escalation:              3% increase commencing in
                                                       year four.
               •       Compensation:                   $75,000 in year one.

                                                 -2-
              •       Trade In:                           R.J. Young will return four
                                                          club seats and 10 upper level
                                                          season tickets ($25 seats).
              •       Barter Agreement:                   R.J. Young to provide the
                                                          following equipment over the
                                                          term of the agreement
                                                          1. Copier fax for the business
                                                          center,
                                                          2. A high speed copier,
                                                          3. A high speed digital copier/printer.

              *                                       *                                *

              I. Sponsor Agrees to Provide Club:

                                            Suite Licensing Fee Sponsorship Fee

              Year 1, 1998-99               $             75,000.00      $    125,000.00
              Year 2, 1999-2000                           75,000.00           128,750.00
              Year 3, 2000-2001                           75,000.00           132,812.50
              Year 4, 2001-2002                           77,250.00           136,591.00
              Year 5, 2002-2003                           79,568.00           140,689.00
              Year 6, 2003-2004                           81,955.00           144,910.00
              Year 7, 2004-2005                           84,414.00          149,257.00
              Year 8, 2005-2006                           86,949.00          153,735.00
              Year 9, 2006-2007                           89,554.00          158,347.00
              Year 10, 2007-2008                          92,241.00          163,097.00

In exchange, the NHC agreed to pay RJY for certain office equipment, leasing, and service for ten
years.

       The parties performed consistent with the terms of the above “Letter of Agreement” from
1998 until 2004. RJY was provided Suite C-15, the business center on the main suite level at the
Arena was named the “Robert J. Young Business Center,” and the NHC paid for the agreed-upon
copy equipment and services from RJY.

        The Predators’ 2004-2005 season was delayed and eventually canceled as a result of work
stoppage arising from the expiration of the collective bargaining agreement between NHL players
and NHL owners. In response to the work stoppage, by letter of December 7, 2004, RJY informed
the NHC that it was “canceling” the contract. By letters dated January 11, 2005 and January 26,
2005, the NHC informed RJY that the NHC believed that RJY had no legal basis to terminate the
contract. Specifically, the NHC raised the force majeure clause of the “Sponsorship Agreement.”
In response, RJY took the position that the October 1998 “Letter of Agreement,” supra, superseded
the “Sponsorship Agreement,” and that this “Letter of Agreement” contained no force majeure


                                                -3-
clause. Consequently, RJY contends that, because the players strike had frustrated the purpose of
the contract, it was justified in ceasing performance.

        On May 18, 2005, RJY filed suit against the NHC.1 In its Complaint, RJY seeks rescission
of the October 1998 “Letter of Agreement” due to alleged “frustration of commercial purpose.”2 On
July 8, 2005, the NHC filed its Answer and Counterclaim.3 In its Answer, the NHC denies the
material allegations of the Complaint. In its Counterclaim, the NHC alleges breach of contract on
the part of RJY, and cite to the force majeure clause of the original “Sponsorship Agreement.”

        Following entry of RJY’s “Second Amended Complaint,” see fn. 2, the NHC filed a Motion
for Summary Judgment on July 14, 2006, seeking judgment on all of RJY’s claims. The NHC’s
motion was granted by Order of September 13, 2006, thereby leaving only the counterclaims
asserted by the NHC. These issues were tried by the court, sitting without a jury, on September 11
and 12, 2006. On October 11, 2006, the trial court entered its “Final Order and Judgment,” which
reads, in pertinent part, as follows:

                      For the reasons set forth in the transcript, the Court finds as follows:

                      (i) There was an enforceable and sufficiently definite agreement
                      between R.J. Young and Hockey Club.

                      (ii) R.J. Young materially breached the parties’ agreement.

                      (iii) R.J. Young’s breach would have caused the Hockey Club to
                      incur damages but for the Court’s finding on mitigation infra.

                      (iv) The Hockey Club is therefore the prevailing party but the Court
                      declines to award the Hockey Club its attorneys fees because the
                      provision of the parties’ agreement that calls for an award of
                      attorneys fees to the prevailing party references an arbitration
                      proceeding, and these proceedings arose from a lawsuit filed by R.J.
                      Young and the compulsory counterclaims asserted by the Hockey
                      Club in response.


           1
           In this Complaint, RJY also names the Nashville Predators, L.LC. as a defendant. In response, the Predators
filed a motion to dismiss, which motion was granted by Order of August 9, 2005. Consequently, the NHC is the sole
appellant in this appeal.
           2
            On June 20, 2005, RJY filed its “First Amended Complaint.” RJY filed its “Second Amended Complaint”
on October 19, 2005. In the “Second Amended Complaint,” RJY seeks to avoid its contractual obligation on theories
of frustration of commercial purpose, failure of consideration, lack of mutual assent, and breach of contract on the part
of NHC.
           3
               RJY also filed a motion for summary judgment, which motion was subsequently denied by Order of August
9, 2005.

                                                          -4-
               (v) Although it is the prevailing party, the Court declines to award the
               Hockey Club any damages because the Court holds that the Hockey
               Club mitigated all of its damages. The basis for this determination is
               set forth on pages 106 to 109 of the attached transcript, which is
               incorporated by reference.

        In its ruling from the bench, which is incorporated into the above Order, the trial court
specifically found that “the parties conducted themselves as though terms of both agreements [the
original “Sponsorship Agreement” and the subsequent “Letter of Agreement”] were in effect, and
the Court does not find that the language that the [“Letter of Agreement”] will supersede the
previous Letter of Agreement resulted in a cancellation or an avoidance of some of the provisions
of the [“Sponsorship Agreement”].” In addition, the trial court reviewed the material evidence
concerning mitigation of damages and concluded, as set out in its Order, that the NHC’s was not
entitled to damages. Furthermore, concerning attorneys fees, the trial court interpreted the
“Sponsorship Agreement” to contain only a provision for attorneys fees in the case of arbitration.
Because this case arose out of a cross-suits filed by the parties, arbitration did not occur and,
consequently, the trial court concluded that neither party is entitled to its fees and costs.

       The NHC appeals and raises four issues for review, as stated in its brief:

               1. Whether the trial court erred in finding that the [NHC] was
               entitled to no damages despite its holding that R.J. Young breached
               the parties’ Sponsorship Agreement.

               2. Whether the trial court erred in charging the [NHC] with failure to
               mitigate the barter portion of their damages resulting from R.J.
               Young’s breach of the parties’ Sponsorship Agreement when
               acceptance of R.J. Young’s barter would have precluded the [NHC]
               from otherwise mitigating their damages.

               3. Whether the trial court erred in finding that the [NHC] had fully
               mitigated the cash damages resulting from R.J. Young’s breach of the
               parties’ Sponsorship Agreement by entering into a materially
               different sponsorship agreement with a third party.

               4. Whether the trial court erred in failing to award the [NHC] their
               attorneys’ fees pursuant to the Sponsorship Agreement.

In the posture of Appellee, RJY raises the following additional issues for review:

               1. Whether the trial court erred in finding that there was an
               enforceable agreement between the parties.




                                                 -5-
               2. Whether the trial court erred in finding that the undated Letter
               Agreement amended rather than super[s]eded the prior Sponsorship
               Agreement.

               3. Whether the trial court erred in finding that the Appellant was the
               prevailing party.

       Because RJY’s issues involve the threshold consideration of what, if any, enforceable
agreement exists between the parties, it is necessary for us to first address this question before
reviewing the award of damages issues raised by the Appellant herein. Appellee’s issue necessarily
involves the question of whether summary judgment on RJY’s counterclaim was proper.

        It is well settled that a motion for summary judgment should be granted when the movant
demonstrates that there are no genuine issues of material fact and that the moving party is entitled
to a judgment as a matter of law. See Tenn. R. Civ. P. 56.04. The party moving for summary
judgment bears the burden of demonstrating that no genuine issue of material fact exists. See Bain
v. Wells, 936 S.W.2d 618, 622 (Tenn.1997). On a motion for summary judgment, the court must take
the strongest legitimate view of evidence in favor of the nonmoving party, allow all reasonable
inferences in favor of that party, and discard all countervailing evidence. See id. In Byrd v. Hall,
847 S.W.2d 208 (Tenn.1993), our Supreme Court stated:

               Once it is shown by the moving party that there is no genuine issue
               of material fact, the nonmoving party must then demonstrate, by
               affidavits or discovery material, that there is a genuine, material fact
               dispute to warrant a trial. In this regard, Rule 56.05 provides that the
               nonmoving party cannot simply rely upon his pleadings but must set
               forth specific facts showing that there is a genuine issue of material
               fact for trial.

Id. at 211 (citations omitted).

        Summary judgment is only appropriate when the facts and the legal conclusions drawn from
the facts reasonably permit only one conclusion. See Carvell v. Bottoms, 900 S.W.2d 23, 26
(Tenn.1995). Because only questions of law are involved, there is no presumption of correctness
regarding a trail court's grant or denial of summary judgment. See Bain, 926 S.W.2d at 622.
Therefore, our review of the trial court's grant of summary judgment is de novo on the record before
this Court. See Warren v. Estate of Kirk, 954 S.W.2d 722, 723 (Tenn.1997).

       The language used in a contract must be taken and understood in its plain, ordinary, and
popular sense. Bob Pearsall Motors, Inc. v. Regal Chrysler-Plymouth, Inc., 521 S.W.2d 578
(Tenn.1975). In construing contracts, the words expressing the parties' intentions should be given
the usual, natural, and ordinary meaning. Ballard v. North American Life & Casualty Co., 667
S.W.2d 79 (Tenn.Ct.App.1983). If the language of a written instrument is unambiguous, the Court
must interpret it as written rather than according to the unexpressed intention of one of the parties.
Sutton v. First Nat'l Bank, 620 S.W.2d 526 (Tenn.Ct.App.1981). A contract is not ambiguous

                                                 -6-
merely because the parties have different interpretations of the contract's various provisions,
Cookeville Gynecology & Obstetrics, P.C. v. Southeastern Data Sys., Inc., 884 S.W.2d at 462
(citing Oman Constr. Co. v. Tennessee Valley Authority, 486 F.Supp. 375, 382 (M.D.Tenn.1979)),
nor can this Court create an ambiguity where none exists in the contract. Cookeville P.C., 884
S.W.2d at 462 (citing Edwards v. Travelers Indem. Co., 201 Tenn. 435, 300 S.W.2d 615, 617-18
(1957)). The interpretation of a written contract is a matter of law and not of fact, see Rainey v.
Stansell, 836 S.W.2d 117 (Tenn.Ct.App.1992). Consequently, construction of the contract is
particularly suited to disposition by summary judgment. Id. at 119. Therefore, we review the trial
court’s finding concerning the agreement between these parties de novo upon the record with no
presumption of correction accompanying the trial court’s conclusions of law. See Tenn. R. App. P.
13(d); Waldron v. Delffs, 988 S.W.2d 182, 184 (Tenn. Ct. App. 1998); Sims v. Stewart, 973 S.W.2d
597, 599-600 (Tenn. Ct. App. 1998).

        The contention between these parties involves the question of whether, as RJY asserts, the
“Letter of Agreement” supersedes the “Sponsorship Agreement,” or whether, as the NHC argues,
the “Letter of Agreement” merely revises or amends certain terms of the “Sponsorship Agreement.”
17B C.J.S. Contracts §§ 434 and 435 (1999) provide guidance concerning subsequent agreements
made by parties to a contract, and the effect of the subsequent agreements on the original agreement,
to wit:

               § 434. Discharge by new contract

                       A contract may be discharged or abrogated by a new contract
               with the effect of altering the terms of the original or of rescinding it
               altogether.

                       Subsequent to the execution of a written contract, it is
               competent for the parties, by a new contract, not necessarily in
               writing, either to abandon, waive, or annul the prior contract. The
               parties to an agreement may also agree to terminate it by expressly
               assenting to its rescission while simultaneously entering into a new
               agreement dealing with the same subject matter. However, making
               subsequent contracts that deal with the same subject matter as the
               earlier contracts does not abrogate the previous instruments unless
               the subsequent contract either explicitly rescinds the earlier
               instruments or deals with the subject matter of those instruments so
               comprehensively as to be complete within itself...

                       *                     *                       *

               § 435. Subsequent inconsistent agreement; Substituted contracts

                       A contract complete in itself will be conclusively presumed
               to supersede a prior one between the same parties and concerning the


                                                 -7-
                same subject matter where the terms of the two are so inconsistent
                that they cannot subsist together.

                If the parties to a prior agreement enter into a subsequent contract that
                completely covers the same subject, but the second agreement
                contains terms that are inconsistent with those of the prior agreement,
                and the two documents cannot stand together, the later document
                supersedes and rescinds the earlier agreement.... When the parties
                intend a new contract to replace all the provisions of an earlier
                contract, the new contract is termed the substituted contract....

                       However, deviations or changes in a contract do not
                necessarily abrogate it or imply its abandonment, and where it is
                claimed that by reason of inconsistency between the terms of a new
                agreement and those of the old the old one is discharged, the fact that
                such was the intention of the parties must clearly appear.

17B C.J.S. Contracts §§ 434 and 435 (1999) (footnotes omitted) (emphasis added).

        From the above authority, it is the intent of the parties that controls the question of abrogation
by subsequent agreement. And, as noted above, the intention of the parties is to be ascertained,
whenever possible, from the usual, natural, and ordinary meaning of the words used by the parties
in their agreement. See Ballard v. North American Life & Casualty Co., 667 S.W.2d 79
(Tenn.Ct.App.1983).

       As set forth in the fact section above, the parties entered into a “Letter of Intent” on February
20, 1998. Thereafter, on September 1, 1998, the parties entered into the “Sponsorship Agreement.”
In October of 1998, the parties renegotiated certain terms of the “Sponsorship Agreement” and
entered into an undated “Letter of Agreement.” This “Letter of Agreement,” which was drafted by
the NHC, reads, in relevant part, as follows:

                Outlined below is the revised sponsorship agreement that includes
                the luxury suite in the Nashville Arena, Suite C-15. This agreement
                will supersede the previous Letter of Agreement between Robert J.
                Young and the Nashville Predators. Please review the terms and
                conditions and if the information contained in this document is
                accurate, please sign and return the executed copy to the Predators.

                *                                     *                             *

                Please note that this Letter Agreement will act as a contract by and
                between the Predators and Robert J. Young. Therefore, please
                acknowledge your acceptance of the terms of this Letter Agreement
                by executing the copy enclosed herewith and returning it to the
                Nashville Hockey Club Limited Partnership.

                                                   -8-
(Emphasis added).

        As discussed above, the trial court determined that this “Letter of Agreement” amended, but
did not supersede, the “Sponsorship Agreement.” On appeal, RJY contends, inter alia, that the
“Letter of Agreement” did supersede the “Sponsorship Agreement,” thereby abrogating the force
majeure clause contained therein. Upon initial review, the “Letter of Agreement” certainly changes
the terms of the “Sponsorship Agreement.” These new terms are very specifically enumerated in the
“Letter of Agreement.” Consequently, we find that the “Letter of Agreement” (as far as the
obligations of the respective parties) is specific and clear enough to stand alone and independent of
the “Sponsorship Agreement.” Nonetheless, we must determine whether this reading fairly and
accurately depicts the parties’ intentions.

         The “Letter of Agreement” makes only one reference to the sponsorship agreement–in the
first sentence where the document purports to be “the revised sponsorship agreement.” Applying
the plain and ordinary meaning, these words appear to indicate that this is a new, and separate,
agreement–i.e. the revised sponsorship agreement. The parties do not state that the “Letter of
Agreement” (or any portion thereof) revises the “Sponsorship Agreement,” or that the “Letter of
Agreement” contains revisions, or amendments, or changes to the “Sponsorship Agreement.”
Rather, the parties state that the contents of the “Letter of Agreement” constitute “the revised
sponsorship agreement.” In legal parlance the adjective “revised” usually signifies a different, and
separate, document that stands alone. For example, a “revised statute” is defined as a “body of
statutes which have been revised, collected, arranged in order, and re-enacted as a whole.” Black’s
Law Dictionary (6th ed. 1990). Likewise, and as an additional illustration, an “amendment” to a
complaint merely modifies an original complaint, which complaint remains before the court as
modified. However, an “amended complaint” is complete in itself without adoption or reference to
the original, and has the effect of superseding or abrogating the original as a pleading. See, e.g.,
Louisville & N.R.Co. v. House, 56 S.W. 836 (Tenn. 1900). Although use of “revised sponsorship
agreement” does not definitively prove the parties’ intent to have the “Letter of Agreement” replace
the “Sponsorship Agreement,” it does provide some evidence for that finding.

         Moving to the second sentence of the “Letter of Agreement,” the parties indicate that “[t]his
agreement will supersede the previous Letter of Agreement....” As discussed above, the trial court
specifically stated that it “does not find that the language that the agreement will supersede the
previous Letter of Agreement resulted in a cancellation or an avoidance of some of the provisions
of the Sponsorship Agreement.” We are troubled by this finding for two reasons. First, the parties
clearly state that the “Letter of Agreement” “supersedes” a previous agreement, which they refer
to as the “previous Letter of Agreement.” There is no ambiguity in this term–“supersedes.”
Consequently, in order to give effect to the intent of the parties, we must interpret the “Letter of
Agreement” to supersede some prior agreement between the parties, so long as we can determine
which document the parties intended to supersede. This brings us to our second concern–that being
that there is, in fact, no “previous Letter of Agreement” between these parties. As set out above,
there is an initial “Letter of Intent,” the subsequent “Sponsorship Agreement,” and then the current
and disputed “Letter of Agreement.” We first note that, from a logical standpoint, there was no need
to supersede the original “Letter of Intent,” because same was inferentially abrogated by the parties’
“Sponsorship Agreement.” In reviewing a trial court’s decision to resolve a contract dispute by the

                                                 -9-
mechanism of summary judgment, we must allow all reasonable inferences in favor of the non-
moving party. Bain v. Wells, 936 S.W.2d 618, 622 (Tenn.1997). Furthermore, any ambiguities in
a contract are to be construed against the drafter. Vantage Tech. LLC v. Cross, 17 S.W .3d 637, 650
(Tenn.Ct.App.1999) (citing Spiegel v. Thomas, Mann & Smith, P.C., 811 S.W.2d 528, 531
(Tenn.1991)). Here, the drafting party is the NHC. Moreover, as discussed above, we know, from
the use of the plain, and unambiguous term “supersedes,” that these parties intended the “Letter of
Agreement” to, in fact, replace some previous agreement between them. Because the “Letter of
Intent” was, for all intents and purposes, abrogated by the “Sponsorship Agreement,” the logical
inference to be drawn from the “previous Letter of Agreement” language is that the parties intended
to supersede their previous agreement as set out in the “Sponsorship Agreement.”

         In addition, the last paragraph of the “Letter of Agreement” indicates that this “Letter
Agreement will act as a contract by and between the [NHC] and [RJY]. Therefore, please
acknowledge your acceptance of the terms of this Letter Agreement....” From the plain language
used, the parties agree that the “Letter of Agreement” (referred to as the “Letter Agreement”) will
serve as a contract between them. Again, there is no reference to the “Sponsorship Agreement,” nor
any indication that this “Letter of Agreement” outlines only the changes thereto. Because it is
incumbent upon this Court to consider the entire contract in determining the meaning of any or all
its parts,” see, e.g., Cocke County Bd. of Highway Commissioners v. Newport Utilities Bd., 690
S.W.2d 231, 237 (Tenn.1985), we cannot overlook the fact that the parties use the term “Letter
Agreement” to refer to this “Letter of Agreement,” which the parties state is their contract.
Returning to the language “previous Letter of Agreement,” supra, based upon the language
contained in the “Letter of Agreement,” it is logical to infer that the use of “previous Letter of
Agreement” refers to a previous contract. Because the only previous contract between the parties
is the “Sponsorship Agreement,” when the “Letter of Agreement” is viewed as a whole, we conclude
that the parties intended to supersede their “Sponsorship Agreement” by entering into the subsequent
“Letter of Agreement.”

        Turning briefly to the trial court’s finding that the actions of the parties indicate that both the
“Sponsorship Agreement” and the “Letter of Agreement” were in effect, we disagree. From our
review of the record, it appears that the parties actually operated under the terms of the “Letter of
Agreement” until the players’ strike. At that point, the contention arose as to whether the “Letter
of Agreement” superseded the “Sponsorship Agreement.” In short, the parties did not draw upon
the terms of the “Sponsorship Agreement” until the NHC asserted the force majeure clause. At that
time, RJY claimed that the “Sponsorship Agreement” was abrogated. Moreover, as discussed
above, we find that the terms of the “Letter of Agreement,” including suite licensing fee and
sponsorship fee schedules, are sufficiently definite to uphold the contract. Accordingly, we find that
the “Letter of Agreement” constitutes the contract between these parties as same supersedes the
“Sponsorship Agreement.” Consequently, we find that the trial court erred in granting summary
judgment on RJY’s claims. Based upon our holding that the “Sponsorship Agreement” is no longer
in effect, we also find that the trial court erred in its damages analysis and in its finding of fault in
this case.

       Based upon the foregoing, we reverse the trial court’s Order of September 13, 2006
dismissing RJY’s claims by summary judgment. We also reverse the trial court’s Order of October

                                                   -10-
11, 2006, same being based upon an erroneous finding that the “Sponsorship Agreement” was in
effect at the time of the alleged breach. The matter is remanded for such further proceedings as may
be necessary, including, but not limited to, RJY having the opportunity to prove its claims, as well
as any damages arising therefrom. Costs of this appeal are assessed one-half to the Appellant,
Nashville Hockey Club, L.P., and its surety, and one-half to the Appellee, Robert J. Young
Company.


                                              __________________________________________
                                              W. FRANK CRAWFORD, JUDGE




                                               -11-
