                  IN THE COURT OF APPEALS OF TENNESSEE
                              AT NASHVILLE
                                      March 25, 2014 Session

       ANTONIUS HARRIS ET AL. v. TENNESSEE REHABILITATIVE
                INITIATIVE IN CORRECTION ET AL.

                     Appeal from the Tennessee Claims Commission
               No. T20121412    Robert N. Hibbett, Claims Commissioner


                     No. M2013-01858-COA-R3-CV - Filed May 8, 2014


Inmates in the custody of the Tennessee Department of Correction who are housed at
Riverbend Maximum Security Institution in Nashville, Tennessee, filed various claims
related to their “prison jobs,” inter alia, for wages and damages under the Tennessee Wage
Regulation Act, specifically Tenn. Code Ann. §§ 50-2-101 and 50-2-104, and for breach of
oral contract, promissory estoppel, unjust enrichment, and conversion. The Tennessee Claims
Commission dismissed all of the inmates’ claims upon the defendants’ Tenn. R. Civ. P. 12.02
(1) and (6) motion to dismiss. We affirm.1

                        Tenn. R. App. P. 3 Appeal as of Right;
                 Judgment of the Tennessee Claims Commission Affirmed

F RANK G. C LEMENT, J R., P.J., M.S., delivered the opinion of the Court, in which A NDY D.
B ENNETT and R ICHARD H. D INKINS, J.J., joined.

Steven Compton, Nolensville, Tennessee, for the appellants, Antonius Harris, Timothy
Boyles, Robert Payne, and Randy Mills.

Robert E. Cooper, Jr., Attorney General and Reporter, Joseph F. Whalen, Associate Solicitor
General, and Pamela S. Lorch, Senior Counsel, Nashville, Tennessee, for the appellees,
Tennessee Rehabilitative Initiative in Correction and Tennessee Department of Correction.



        1
         In a separate but related proceeding, the same plaintiffs filed a grievance with the Department of
Correction and, thereafter, two actions in the Chancery Court for Davidson County, which are the subject
of a recent opinion of this court in Harris v. Tennessee Rehabilitative Initiative in Correction, No. M2013-
00501-COA-R3-CV (Tenn. Ct. App. April 30, 2014).The issues in the two appeals are different and we limit
our review to the issue raised in this appeal.
                                         OPINION

        Claimants are inmates in the custody of the Tennessee Department of Correction and,
pursuant to Tennessee Code Annotated § 41-1-402(1), all inmates are required to work. Prior
to the events giving rise to this dispute, Claimants were performing printing work for
Tennessee Rehabilitative Initiative in Correction (“TRICOR”) at Riverbend for which they
earned $1.50 per hour. Thereafter, unidentified personnel with TRICOR informed Claimants
about a new project, imaging documents at the prison, for which they would be paid $1.00
per hour initially, and after three months, they would receive incentive productivity pay.
Claimants agreed to this verbal “offer,” but the productivity plan never came to fruition. As
a result, Claimants continued to earn $1.00 per hour.

       Feeling aggrieved, Claimants filed a Claim for Damages with the Claims Commission
alleging violations of the Tennessee Wage Regulation Act (“TWRA”), specifically Tenn.
Code Ann. §§ 50-2-101 and 50-2-104, for breach of oral contract, promissory estoppel,
unjust enrichment, and conversion by TRICOR and the Tennessee Department of Correction
(“Defendants”). Claimants asked for penalties under the TWRA and to collectively recover
unpaid wages and profits. Defendants responded with a motion to dismiss under Tenn. R.
Civ. P. 12.02(1) and (6).

       The Claims Commission dismissed all claims. The Commission concluded that it
lacked subject matter jurisdiction over claims based on unwritten contracts; that Claimants
failed to state a claim for breach of written contract under Tenn. Code Ann. § 9-8-
307(a)(1)(L); and that Claimants failed to state a claim under the TWRA, Tenn. Code Ann.
§ 9-8-307(a)(1)(N), as inmates are not “employees” within the meaning of §§ 50-2-101, 50-
2-104, and 50-2-105. Claimants appeal.

                                          A NALYSIS

       Lawsuits against the State of Tennessee are permitted under limited circumstances as
prescribed by the General Assembly and our courts pursuant to the doctrine of sovereign
immunity. Tenn. Const. art. 1, § 17; Stewart v. State, 33 S.W.3d 785, 790-91 (Tenn. 2000);
see also Tenn. Code Ann. § 20-13-102(a). The General Assembly created the Tennessee
Claims Commission with exclusive jurisdiction to adjudicate certain specified claims for
monetary relief brought against the State for the alleged acts or omissions of state employees.
Stewart, 33 S.W.3d at 791; Tenn. Code Ann. §§ 9-8-301, 9-8-307. The State retains its
immunity for claims which do not fall within these express categories. Id.

       We review a dismissal by the Claims Commission under Tenn. R. Civ. Pro 12.02(1)
and (6) de novo with no presumption of correctness. Northland Ins. Co. v. State, 33 S.W.3d

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727, 729 (Tenn.2000); Conley v. State, 141 S.W.3d 591, 594-95 (Tenn. 2004). A Rule 12
motion tests only the legal sufficiency of the complaint and not the strength of a claimant’s
proof; therefore, we view the factual assertions in the complaint liberally in favor of the
claimant accepting all of the factual allegations as true. Compare Byrd v. State, 150 S.W. 3d
414, 417 (Tenn. Ct. App. 2004) (stating standard of review for Claims Commission), with
Webb v. Nashville Area Habitat for Humanity, Inc., 346 S.W.3d 422, 426 (Tenn. 2011)
(stating standard of review for state trial court). A claimant’s pleadings should be dismissed
only if they are unable to prove a set of facts which would entitle them to relief. Byrd,150
S.W.3d at 417; Higdon v. State, 404 S.W.3d 478, 482 (Tenn. Ct. App. 2013).

        When we are tasked with construing a statute such as the TWRA and applying the
statute to the facts, it is also question of law which we review de novo. Myint v. Allstate Ins.
Co., 970 S.W.2d 920, 924 (Tenn. 1998); Hill v. City of Germantown, 31 S.W.3d 234, 237
(Tenn. 2000).

                 I. C LAIMS UNDER THE T ENNESSEE W AGE R EGULATION A CT

      Claimants assert claims pursuant to the TWRA, specifically §§ 50-2-101(b) and 50-2-
104. Claimants allege they are “employees” and Defendants failed to inform them, as the
TWRA requires, of the amount of wages to be paid for their labor and misrepresented the
amount of wages that they were to receive from TRICOR.

       The Claims Commissioner held that inmates are not “employees” within the purview
of the TWRA; therefore, the TWRA claims were dismissed.

       To be an employee within the meaning of the statutory scheme, one is required to be
under a contract of hire. Abrams v. Madison Co. Hwy. Dept., 495 S.W.2d 539, 541 (Tenn.
1973). “[A] convict cannot and does not make a true contract of hire with the authorities by
whom he is confined. The inducements which might be held out to him, in the form of extra
food or even money, are in no sense consideration for an enforceable contract of hire.” Id.
Moreover, the inmates’ employment relationship with TRICOR principally serves a
rehabilitative purpose; indeed, the stated legislative mission for creating TRICOR work
programs is to support inmate rehabilitation and reintegration post-release.2 See Tenn. Code
Ann. § 41-22-403.




        2
         TRICOR is defined Tenn. Code Ann. § 41-22-402(3) to mean the “Tennessee rehabilitative initiative
in correction,” an apt description denoting the intent of the General assembly as specified in Tenn. Code
Ann. § 41-22-403.

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       Claimants have failed to state a claim arising under the TWRA for which relief can
be granted for, as a matter of law, Claimants cannot enter into a contract of hire as
employees; thus, they are not employees. See Abrams, 495 S.W.2d 539. Accordingly, we
affirm the dismissal of the TWRA claims.3

                                  II. O RAL OR IMPLIED C ONTRACTS

       The Claims Commission ruled it lacked jurisdiction to hear claims premised on an oral
or implied contract.

       Tenn. Code Ann. § 9-8-307(a)(1)(L) affords the Claims Commission the jurisdiction
to hear “actions for breach of a written contract between the claimant and the state which
was executed by one (1) or more state officers or employees with authority to execute the
contract” (emphasis added). No provision of Tenn. Code Ann. § 9-8-307 allows suit for
quasi-contractual claims. “Tenn. Code Ann. § 9-8-307(a)(1)(L) is quite clear in requiring a
written contract with the State before immunity from suit is removed. The statute is neither
ambiguous nor reasonably open to several constructions.” Kay and Kay Contracting, LLC
v. Tenn. Dept. of Transp., No. E2009-01769-COA-R9-CV, 2010 WL 2553657, at *6 (Tenn.
Ct. App. June 25, 2010).

       The foregoing notwithstanding, Claimants assert that TRICOR published and posted
mandatory policies that the inmates must follow in connection with their prison jobs, and that
such postings satisfy the written component of Tenn. Code Ann. § 9-8-307(a)(1)(L). We
disagree for the reasons explained in Computer Shoppe, Inc. v. State of Tennessee, 780
S.W.2d 729, 735-36 (Tenn. Ct. App. 1989).

        As explained in Computer Shoppe, Inc., when the General Assembly first waived
sovereign immunity in 1977, it permitted actions premised upon breach of either an express
or implied contract. Id. at 736. In 1980, the General Assembly eliminated causes of action
based upon implied contracts. Id. Subsequently, in 1984, the provision was amended to
narrow the Claims Commission’s jurisdiction to claims founded upon “express contract.”
Id. at 736. In 1989, at the request of the Attorney General, the legislature limited the scope

        3
         Defendants also argued that the TWRA does not “expressly confer” a private right of action. The
Claims Commissioner never reached this issue as dismissal was appropriate on other grounds; therefore, we
need not address this issue. Nevertheless, it is worth noting that our legislature recently clarified that the
TWRA does not confer a private right of action and is only enforceable by the Department of Labor and
Workforce. Compare Tenn. Code Ann. §§ 50-2-101 et. seq. (2012) with Tenn. Code Ann. §§ 50-2-101 et.
seq. (2013); see also Abadeer v. Tyson Foods, Inc., __ F.Supp.2d __, 2013 WL 5498190, at *21-24, (M.D.
Tenn. Oct. 3, 2013) (discussing the legislative history of the TWRA and holding this statute has never
afforded a private right of action).

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of this provision even further to allow claims based upon “written contracts” and not oral
contracts. Id. This “narrow construction” of this statutory provision reflects a “clear
legislative intent” to waive sovereign immunity for suit only when there is an express written
contract between the State and the claimant(s). Womble v. State, No. E2012-01711-COA-R3-
CV, 2013 WL 3421925, at *5 (Tenn. Ct. App. July 3, 2013).

        Based on the foregoing, the Claims Commission does not have jurisdiction over any
oral contract or purported breach of unidentified policies and procedures promulgated by
TRICOR. See id. Because no written contract existed, Claimants have not pled a cognizable
action.

                                     III. O THER ISSUES

        Claimants asserted a claim based on conversion; however, the claim of conversion
against the State is not specifically identified in Tenn. Code Ann. § 9-8-307 as a claim for
which the State has waived immunity. The State retains its immunity for claims which do not
fall within the express categories for which immunity is removed. Stewart, 33 S.W.3d at 791.
Thus, the claim of conversion was properly dismissed.

       As for the contention the Claims Commission was obliged to conduct a hearing under
Tenn. R. Civ. Pro. 56.04, there is no basis for this because a Rule 12.02 dismissal tests the
legal sufficiency of a claim and no evidentiary matters outside of the pleadings were
considered. See Estate of Goza v. Wells, No. W2012-01745-COA-R3-CV, 2013 WL 4766544,
at *3 (Tenn. Ct. App. Sept. 4, 2013).

        Claimants ambiguously contend that Defendants’ Motion to Dismiss was untimely; we
find no merit to this contention. After the case was removed from the small-claims docket and
transferred to the regular docket, the Claims Commission issued an initial order stating, in
part, that Claimants shall file a formal complaint. Claimants failed to do so. Thereafter, on
May 6, 2013, the Commission ordered Defendants to file a responsive pleading or answer
within 30 days. Defendants timely filed their Rule 12 motion to dismiss on June 4, 2013. We
find nothing inappropriate about the procedure.

                                     I N C ONCLUSION

       The judgment of the trial court is affirmed, and this matter is remanded with costs of
appeal assessed against Claimants.

                                                      ______________________________
                                                      FRANK G. CLEMENT, JR., JUDGE

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