                                  In The
                             Court of Appeals
                    Seventh District of Texas at Amarillo
                            ________________________

                                 No. 07-15-00343-CV
                            ________________________

          NANCY HIGGINSON, DEBBIE CHEADLE, EDWARD CHEADLE,
           ARTHUR CHEADLE, WAYNE CARSON, FINNEY CHEADLE,
             CHERYL SHOOP, AND KEITH SAWAYA, APPELLANTS

                                           V.

                           RAEANNE MARTIN, APPELLEE



                         On Appeal from the 72nd District Court
                                  Lubbock County, Texas
            Trial Court No. 2013-506,513; Honorable Ruben G. Reyes, Presiding


                                    February 14, 2017

                           MEMORANDUM OPINION
                 Before QUINN, C.J., and CAMPBELL and PIRTLE, JJ.


      This is an interlocutory appeal concerning the propriety of the trial court’s

vacation of an arbitration award.    By a single issue, Appellants, Nancy Higginson,

Debbie Cheadle (a/k/a Debra Cheadle), Edward Cheadle, Arthur Cheadle, Wayne

Carson, Finney Cheadle, Cheryl Shoop, and Keith Sawaya, contend the trial court erred

in the following ways: (1) by vacating the award of an arbitration panel and (2) by
ordering the parties to trial instead of confirming that award. Appellee, Raeanne Martin,

contends the trial court did not err for two reasons: (1) the arbitration panel exceeded

its powers by awarding relief not authorized by the agreement of the parties and (2) the

arbitration panel exceeded its power by arbitrating a dispute that had been settled by

the parties. We affirm the decision of the trial court.


        BACKGROUND

        All of the parties to this dispute are shareholders of Russell E. Womack, Inc., a

closely-held Texas corporation (herein the “Corporation”).1                    Prior to the events in

controversy, through inheritance and transfer, three groups of individuals had come to

own 100 percent of the shares of the Corporation: (1) Appellants, (2) Appellee, and (3)

the Byrne parties2 (Michael Byrne, Richard Byrne, James Byrne, Jr., Barbara Holladay,

West Womack, and Carolyn Cain).3 At the time of the underlying suit, Nancy Higginson

and Michael Byrne were co-presidents of the Corporation. None of the three groups

owned or controlled a majority of the shares of the Corporation.


        In late 2007, after the final disposition of Womack’s estate, Nancy Higginson and

Andrew Stewart, the Corporation’s attorney, proposed an arrangement to consolidate

the voting power of the Higginson side of the family in order to obtain control of the

Corporation. Appellee’s reservations about the proposed arrangement were assuaged

when Stewart offered to include a clause allowing her to opt out of the arrangement.

        1
           A corporation is “closely held” if it has fewer than thirty-five shareholders and its stock is not
publically traded. See TEX. BUS. ORGS. CODE ANN. § 21.563 (West 2012).
        2
            The Byrne parties are not parties to this appeal.
        3
        The Corporation was founded by Russell E. Womack. Appellants and Appellee are all related
on one side of Mr. Womack’s family while the Byrnes parties are all related on another side of Mr.
Womack’s family.

                                                       2
Thereafter, on December 31, 2007, certain Appellants and Appellee entered into an

agreement, the Voting Trust Agreement, for the purpose of consolidating the voting

power of their shares.4       Pursuant to that agreement, Nancy Higginson and Debbie

Cheadle were named as the Trustees with the authority to vote the shares of the parties

to that agreement “in their unrestricted discretion.”               Article 8 of the Voting Trust

Agreement included a revocation option that permitted Appellee and her brother, Wayne

Carson, to opt out of the agreement.5


       The next day, on January 1, 2008, the parties to the Voting Trust Agreement also

entered into an agreement, the Shareholders’ Agreement, whereby they agreed to

restrict the transfer of their shares. Specifically, the Shareholders’ Agreement provided

a right of first refusal concerning the transfer of shares.6 The Shareholders’ Agreement


       4
          The Voting Trust Agreement was an agreement between Appellee, Raeanne Martin, and
Appellants, Nancy Higginson, Debra A. Cheadle, Edward Cheadle, as personal representative of Camile
Sawaya, Deceased, Arthur Cheadle, and Wayne Carson. Appellants, Finney Cheadle, Cheryl Shoop,
and Keith Sawaya, were not parties to the agreement.
       5
           Article 8.1(a) of the Voting Trust Agreement provided the terms and conditions on which
Appellee and her brother, Wayne Carson, could revoke their Voting Trust Certificate and terminate
participation in that agreement.
       6
        3.3     Voluntary Transfer Restrictions. Any proposed Voluntary Transfer of any Shares by a
Shareholder is subject to the following provisions:

       (a) Before the Voluntary Transfer, the Shareholder must send an Offer Notice to the Other
           Shareholders who are parties to this agreement describing the Voluntary transfer (the
           “Offer”). If any term of the proposed Voluntary Transfer changes after the delivery of an Offer
           Notice, the Shareholder must promptly notify the Other Shareholders who are parties to this
           Agreement of the changes, and the subsequent notice will constitute a new Offer Notice for
           purposes of this Section 3.3(a).

       (b) For a period of sixty days after the date of the delivery of the Offer Notice to the Other
           Shareholders who are parties to this Agreement, the Other Shareholders have the right to
           accept or reject the Offer in writing. . . .

       (c) If the Other Shareholders do not accept the Offer to purchase all the Shares that are the
           subject of the Offer by the expiration of the time periods described in Section 3.3(b) or if
           before the time periods expire the Other Shareholders reject the Offer in writing, the
           Shareholder is entitled to sell the remaining Shares strictly in accordance with the terms
           contained in the Offer Notice.
                                                   3
also provided for a specific contractual remedy in the event of a putative voluntary

transfer of shares in violation of that agreement as follows:

       9.2    Breach and Equitable Relief. Any purported Transfer in breach of
       any provision of this Agreement is void, will not operate to Transfer any
       interest or title in the purported transferee, and will constitute an offer by
       the breaching Shareholder to sell his Shares to the Corporation at the
       purchase price per Share determined pursuant to Section 7.1 above to be
       payable in accordance with Section 7.2(b). In connection with any
       attempted Transfer in breach of this Agreement, the Corporation may
       refuse to transfer any Shares or any stock certificate tendered to it for
       Transfer, in addition to and without prejudice to any other rights or
       remedies available to the Corporation. Each party to this Agreement
       acknowledges that each other party will suffer immediate and irreparable
       harm if a party hereto breaches, attempts to breach, or threatens to
       breach this Agreement and that monetary damages will be inadequate to
       compensate the nonbreaching parties for any actual, attempted, or
       threatened breach. Accordingly, each party hereto agrees that each of the
       other parties will, in addition to any other remedies available to them at
       law or in equity, be entitled to specific performance or temporary,
       preliminary, and permanent injunctive relief to enforce the terms and
       conditions of this Agreement without the necessity of proving inadequacy
       of legal remedies or irreparable harm, or posting bond, any requirements
       to equitable and injunctive relief being hereby specifically waived.

       Finally, the Shareholders’ Agreement required the parties to mediate and

arbitrate any dispute arising under the agreement. Specifically, the agreement provided

in relevant part as follows:

       12.5 Mediation and Arbitration. If a claim, demand, disagreement,
       controversy, or dispute (collectively, “Dispute”) arises in connection with
       this Agreement or the breach thereof and if the Dispute cannot be settled
       through direct discussions, the parties agree to endeavor first to settle the
       Dispute in an amicable manner by mediation . . . . The mediation will be
       completed within thirty days of receipt of written demand for mediation.
       Thereafter, any unresolved controversy or claim relating to this Agreement
       or breach thereof will be settled by binding arbitration initiated by written
       notice by either party to the other of the intent to arbitrate. The arbitration
       will be held in Lubbock, Lubbock County, Texas, United States of
       America, and administered by the American Arbitration Association, in
       accordance with its Commercial Arbitration Rules, and judgment on the
       award rendered may be entered in any court having jurisdiction. . . .



                                             4
        Over the next four years, Appellee became dissatisfied with the way the

Corporation was being managed under the terms of the Voting Trust Agreement, and in

December of 2012, she opted out of that agreement.7                      The next month, a special

shareholder’s meeting was called and the Bylaws of the Corporation were amended to

expand the definition of a “Permitted Transferee” in Article 2 entitled “Defined Terms” of

the Shareholders’ Agreement to include “another Shareholder.”


        A short time later, by a letter dated February 28, 2013, Michael and Richard

Byrne offered to buy Appellee’s shares for $3,130,000. By a letter dated March 4, 2013,

through her attorney, Appellee “conditionally accepted” that offer, expressly reserving

the “right to withdraw from the proposed transaction without penalty at any time prior to

closing and receipt by her of the payment due to her under the terms of [that] offer.”


        Although Appellee and her attorney did not believe the right of first refusal

provision of the Shareholders’ Agreement was enforceable, “as a courtesy,” they

notified the other parties to that agreement of the Byrnes’ offer.8 Thereafter, on March

7, 2013, counsel for the other parties to that agreement requested additional information

concerning the “Offer Notice” and, at the same time, invoked their putative right to a

period of time to consider the offer.9 The next day, Appellee’s attorney provided the

requested information while, at the same time, stating his opinion that the “purported

        7
        Appellee believed she had opted out of both the Voting Trust Agreement and Shareholders’
Agreement thereby dispensing with the necessity of complying with the requirements of the Shareholders’
Agreement regarding the sale of her shares.
        8
           In Appellee’s original pleading, she alleged the Voting Trust Agreement and the Shareholders’
Agreement were unenforceable because she was induced into entering those agreements based upon
false statements made to her by Nancy Higginson and the Corporation’s attorney.
        9
          Article 3.3(b) of the Shareholders’ Agreement provides that the other parties to the agreement
have “the right to accept or reject the Offer in writing” for “a period of sixty days after the date of the
delivery of the Offer Notice.”

                                                    5
Shareholder Agreement” was unenforceable and that Appellee would proceed to close

“the deal by March 22, 2013.” On March 18, 2013, counsel for the other parties to the

Shareholders’ Agreement purported to “accept the ‘Offer’” at the price per share being

offered by the Byrnes parties. The letter of acceptance set closing for March 22, 2013,

at the law offices of Appellee’s attorney.


        Faced with competing claims for her shares, on April 11, 2013, Appellee filed a

petition for declaratory judgment seeking a declaration (1) that the Shareholders’

Agreement was unenforceable, (2) pleading alternatively, that she was entitled to

withdraw from any agreement to sell her shares to the Byrnes parties, and (3) again

pleading alternatively, that the remedy for a breach of the Shareholders’ Agreement

would be to compel her to sell her shares in the Corporation at the book value of those

shares, as determined in accordance with Section 7.1 of that agreement.10 Appellee

also sought recovery of attorney’s fees as authorized by section 37.009 of the Texas

Civil Practice and Remedies Code. See TEX. CIV. PRAC. & REM. CODE ANN. § 37.009

(West 2015).


        Appellants responded by filing their own counter-petition for declaratory relief

seeking a declaration that (1) the Shareholders’ Agreement was a valid contract that

restricted Appellee’s right to sell her shares in the Corporation and (2) the right of first

refusal was triggered and accepted by the “Purchasers” (defined to include persons who

were not parties to the Shareholders’ Agreement).                 Appellants also sought specific


        10
            Section 7.1 of the Shareholders’ Agreement provides that the purchase price per share will be
“the quotient of the Corporation’s accrual basis book value as of the last day of the month immediately
preceding the closing of the purchase of the Shares being purchased (determined in accordance with
generally accepted accounting principles) divided by the total number of Shares then issued and
outstanding for all shareholders of the Corporation, including shareholders of the Corporation who are not
parties to this Agreement (determined in accordance with the Corporation’s stock records).”
                                                    6
performance of Appellee’s purported obligation to “transfer all of [Appellee’s] shares in

[the Corporation] to them” as well as recovery of attorney’s fees pursuant to sections

37.009 (declaratory judgments) and 38.001 (written contracts) of the Texas Civil

Practice and Remedies Code.        See TEX. CIV. PRAC. & REM. CODE ANN. §§ 37.009,

38.001 (West 2015). Finally, Appellants sought both a temporary restraining order and

a temporary injunction. The last temporary restraining order was granted on May 14,

2013, and later extended by agreement to September 13, 2013. Ten days after the

temporary restraining order expired, Appellee purported to transfer her shares to the

Byrnes parties.


       Having failed to stop the purported transfer to the Byrnes parties, Appellants

amended their counter-petition to specifically allege that the transfer was void as per

section 9.2 of the Shareholders’ Agreement. On November 7, 2013, even though the

Byrnes parties were parties to the litigation and the purported transferees of Appellee’s

shares in the Corporation, Appellants sought to compel arbitration of that portion of the

dispute existing between Appellants and Appellee, in accordance with section 12.5 of

the mediation and arbitration provision of the Shareholders’ Agreement.


       By order signed March 6, 2014, the trial court granted Appellants’ motion to

compel arbitration. In doing so, the trial court specifically decreed that it “does not

compel the Byrne Defendants to participate in arbitration and specifically makes no

ruling on the exclusion of the Byrne Defendants from arbitration as they have not

requested to be included in any arbitration.”


       On April 7, 2014, mediation commenced before Randy Duke, a mediator for the

American Arbitration Association. The parties were not able to resolve their issues.
                                                7
Thereafter, on October 1, 2014, Appellants amended their petition in arbitration to “seek

only actual monetary damages against [Appellee] which include but are not limited to

economic damages from the dimunition [sic] in value of their respective shares,

expectation and reliance damages, unjust enrichment, nominal damages, pre-judgment

and post-judgment interest, attorney fees, and costs.” In response, Appellee contended

the Shareholders’ Agreement was unenforceable and that, in any event, monetary

damages were unavailable to Appellants because the parties had agreed that the sole

remedy for a transfer in breach of that agreement was a declaration that transfer was

void. At this point, unable to resolve their dispute, arbitration proceeded to a three-

person panel of the American Arbitration Association.


        Thereafter, on February 5, 2015, in response to a request from the arbitration

panel, Appellants’ counsel sent an email transmitting to the panel a proposed Arbitration

Award which purported to be a settlement of all disputes at issue in the arbitration

proceeding.11     This document was not signed by the parties, but it was signed by

counsel for both Appellants and Appellee, “approved as to form only.” The Arbitration

Award did seven things: (1) it confirmed that the Shareholders’ Agreement dated

January 1, 2008, was “valid and enforceable,” (2) it provided that Appellee breached

that agreement by “failing to sell and transfer her shares in [the Corporation] to

[Appellants],” (3) it confirmed that Appellee’s purported transfer of shares to Michael

Byrne and Richard Byrne was void, (4) it provided that Appellants were entitled to


        11
           The parties disagree on whether the proposed Arbitration Award constituted a Rule 11
settlement agreement. The email from Appellants’ counsel to the arbitration panel provides in part
“please find the Arbitration Award approved as to form by the attorneys of record.” Subsequent emails
between counsel for Appellants and counsel for Appellee were also introduced before the trial court for
purposes of establishing that a settlement agreement had been reached. Whether there was an
enforceable settlement agreement or not was an issue ultimately determined by the trial court in favor of
Appellee.
                                                   8
“specific performance of the sale and transfer of [Appellee’s] shares in [the

Corporation],” (5) it provided that Appellants were not entitled to “a monetary damage

remedy against [Appellee] for breach of the Shareholder Agreement,” (6) it confirmed

that “[t]hese findings do not preclude all or any of the other remedies that may be

available to [Appellants] either under the Shareholders’ Agreement, or otherwise

available at law or in equity,” and (7) it awarded Appellants the sum of $400,000 for

“arbitration fees, costs and reasonable and necessary attorneys’ fees attributable to

[their] claim against [Appellee].”


       Despite the joint representation of counsel that the dispute between Appellants

and Appellee had been settled, the arbitration panel refused to accept or sign the

Arbitration Award because it was not willing to approve the form of the award as

presented. As a result, the parties proceeded with arbitration.12 Following three days of

testimony that commenced on May 26, 2014, the arbitration panel issued a “standard

award” on June 26, 2015, finding Appellee liable to Appellants for “the total sum of

$2,000,000 in damages plus legal fees in the amount of $322,023.25,” and costs of

$5,725.


       On July 7, 2015, Appellants filed their Petition to Confirm and Enforce Award of

Arbitrators, seeking a final judgment against Appellee in accordance with the award of

the arbitration panel. Appellants also sought to sever their claims against Appellee from

the remaining claims or causes of action then existing between Appellee and the Byrnes



       12
           According to Appellee’s counsel, she was unwilling to consent to a change in the form of the
settlement agreement as presented because of how it might impact the remaining non-arbitration claims
still pending between her and the Byrnes parties. When Appellee refused to change the form of
settlement as presented, the arbitration panel insisted that the matter proceed to a hearing.

                                                  9
parties.13 In opposition thereto, on August 5, 2015, Appellee filed a motion seeking to

vacate or modify the arbitration award on the grounds that the arbitration panel

exceeded its authority. Appellee later filed her Amended Motion to Vacate or Modify

Arbitration Award on August 19, 2015.


        On August 25, 2015, a hearing was held on the opposing motions.                        At that

hearing, Appellee’s counsel testified there was a settlement agreement and he argued

the arbitration panel had exceeded its authority by not accepting that settlement.

Appellee’s counsel alternatively argued that if a breach of the Shareholders’ Agreement

occurred, then the transfer of shares to the Byrnes parties was void, and as a result,

Appellants suffered no damages. The trial court took matters under advisement. By

order dated September 1, 2015, the trial court denied Appellants’ petition to confirm,

granted Appellee’s motion, and vacated the award of the arbitration panel.14                      By a

separate Scheduling Order, the trial court also scheduled the dispute for trial. This

interlocutory appeal followed.


        ISSUE

        Appellants maintain the trial court abused its discretion in failing to confirm the

arbitration award because the arbitration panel did not exceed its authority. Appellee

defends the trial court’s order vacating the arbitration award by arguing the arbitrators

exceeded their powers in (1) awarding damages to Appellants for a void stock transfer

and (2) refusing to accept the parties’ settlement agreement that would have resolved

their disputes.        Based on those same arguments, Appellee contends the trial court
        13
             The trial court declined to rule on the motion to sever.
        14
           The order does not recite whether the trial court applied the Texas Arbitration Act or the
Federal Arbitration Act; however, Article 9.3 of the Shareholders’ Agreement provides for application of
“the laws of the state of Texas.”
                                                        10
correctly denied Appellants’ petition to confirm the arbitration award. By reply brief,

Appellants respond that (1) Appellee’s argument that the stock transfer was void is not a

complaint that the arbitration panel exceeded its powers; (2) pursuant to paragraph 9.2

of the Shareholders’ Agreement, Appellee’s attempted transfer to the Byrnes parties

was void but Appellants nevertheless suffered damages compensable under Article 9.2;

and (3) no enforceable settlement agreement existed as to the substance of the award.


      STANDARD OF REVIEW

      We review the trial court’s decision to vacate or confirm an arbitration award de

novo based on the entire record. Cambridge Legacy Group., Inc. v. Jain, 407 S.W.3d

443, 447 (Tex. App.—Dallas 2013, pet. denied).           A trial court shall confirm an

arbitrator’s award upon a party’s application, unless grounds are offered for vacating the

award. TEX. CIV. PRAC. & REM. CODE ANN. § 171.087 (West 2011); Callahan & Assocs.

v. Orangefield Indep. Sch. Dist., 92 S.W.3d 841, 844 (Tex. 2002). Arbitration awards

can only be vacated under very limited circumstances. CVN Group, Inc. v. Delgado, 95

S.W.3d 234, 238 (Tex. 2002).          Additionally, review of an arbitration award is

“extraordinarily narrow.” E. Tex. Salt Water Disposal Co. v. Werline, 307 S.W.3d 267,

271 (Tex. 2010).


      Conversely, section 171.088(a) of the Texas Civil Practice and Remedies Code

provides the grounds for which a trial court “shall” vacate an arbitration award. TEX. CIV.

PRAC. & REM. CODE ANN. § 171.088(a)(3)(A) (West 2011). Both the Texas Arbitration

Act and the Federal Arbitration Act authorize courts to vacate an arbitration award

whenever arbitrators exceed their powers.        Id.; 9 U.S.C. § 10(a)(4) (West 2009).

Because arbitrators derive their power and authority from the parties’ arbitration

                                            11
agreement, an arbitrator’s power and authority depends on the provisions under which

the arbitrator was appointed. Nafta Traders, Inc. v. Quinn, 339 S.W.3d 84, 90 (Tex.

2011). Arbitrators exceed that authority when they disregard the contract and decide

matters not properly before them. D.R.-Tex., Ltd. v. Bernhard, 423 S.W.3d 532, 534

(Tex. App.—Houston [14th Dist.] 2014, pet. denied). In that regard, the appropriate

inquiry is not whether the arbitrator decided an issue correctly, but instead whether the

arbitrator had authority to decide the issue at all. Id. An arbitrator’s award in excess of

its jurisdiction is void. Gulf Oil Corp. v. Guidry, 160 Tex. 139, 327 S.W.2d 406, 408

(1959).


       RULE 11 AGREEMENTS

       Rule 11 of the Texas Rules of Civil Procedure provides that “no agreement

between attorneys or parties touching any suit pending will be enforced unless it be in

writing, signed and filed with the papers as part of the record, or unless it be made in

open court and entered of record.” TEX. R. CIV. P. 11. A settlement agreement must

comply with Rule 11 to be enforceable. Padilla v. La France, 907 S.W.2d 454, 460

(Tex. 1995); West Star Transp., Inc. v. Robison, 457 S.W.3d 178, 191-92 (Tex. App.—

Amarillo 2015, pet. denied). A Rule 11 agreement need not be signed by the parties if it

is signed by their duly authorized attorney. Padilla, 907 S.W.2d 460 (holding that a

series of letters between counsel was sufficient to constitute an agreement satisfying

Rule 11).


       ANALYSIS

       Here, Appellants focus on the propriety and great deference a trial court must

accord an arbitration decision. They argue, rightly so, that because of the deference to

                                            12
be given arbitration awards, judicial scrutiny of an award must focus on “the integrity of

the process rather than the propriety of the result.” TUCO, Inc. v. Burlington N. RR.

Co., 912 S.W.2d 311, 315 (Tex. App.—Amarillo 1995), modified on other grounds, 960

S.W.2d 629 (Tex. 1997). They further argue, again rightly so, that a trial court may not

substitute its judgment for that of the arbitrator merely because it would have reached a

different result. Jones v. Brelsford, 390 S.W.3d 486, 492 (Tex. App.—Houston [1st

Dist.] 2012, no pet.); Bailey v. Williams & Westfall, 727 S.W.2d 86, 90 (Tex. App.—

Dallas 1987, writ ref’d n.r.e.).


       At issue in this proceeding, however, is not whether the arbitration panel correctly

or incorrectly construed the relative rights of the parties under the Shareholders’

Agreement and then determined an appropriate disposition of an existing dispute; the

issue is the very integrity of the process itself.      Whether there was a justiciable

controversy and, concomitantly, whether the panel had any authority to make a decision

at all was a matter of jurisdictional significance. As such, the issue before the trial court

was whether there was an existing dispute to be arbitrated, not the propriety of the

ultimate decision of the arbitration panel.


       Although both federal and Texas law favor arbitration, trial courts are “free to

scrutinize the [arbitration] award to ensure that the arbitrator acted in conformity with the

jurisdictional prerequisites” of the agreement giving rise to the arbitration proceeding.

Delta Queen S.B. v. District 2 Marine Engineers & Beneficial Ass’n., 889 F.2d 599, 602

(5th Cir. 1989) (stating that “[w]here an arbitrator exceeds his contractual authority,

vacation or modification of the award is an appropriate remedy”). Here, Paragraph 12.5

of the Shareholders’ Agreement specifically provides for arbitration “if the Dispute

                                              13
(defined as ‘a claim, demand, disagreement, controversy, or dispute’) cannot be settled

. . . .” (Emphasis added). Settlement, therefore, deprives the arbitrator of any authority

to act and the trial court was within its authority to determine whether or not a settlement

existed prior to the proceedings before the arbitration panel.


       In determining whether or not the parties had entered into a binding settlement

agreement, we must give great deference to the decision of the trial court. The trial

court heard the evidence, judged the credibility of the witnesses and the weight to be

given to their testimony, and resolved that issue against Appellants. Having found that

the parties had settled their dispute, the trial court did not abuse its discretion in finding

that the jurisdiction of the arbitration panel ended. Because the arbitration panel lacked

the jurisdictional prerequisite of a matter in controversy, the trial court did not err in

either denying Appellants’ motion to confirm the arbitration award or in granting

Appellee’s motion to vacate that award. Appellants’ issue is overruled.


       CONCLUSION

       The trial court’s Order Granting Amended Motion to Vacate Arbitration Award

and Denying Petition to Confirm and Enforce Award of Arbitrators is affirmed.




                                                  Patrick A. Pirtle
                                                      Justice




                                             14
