Tennessee UAA Rule: No Subject-Matter Jurisdiction to Confirm Awards When the Arbitration Forum Is Another State

I. Introduction

In Berkeley Research Group, LLC v. Southern Advanced Materials, LLC (Tenn. Jan. 23, 2026), the Supreme Court of Tennessee resolved a jurisdictional question at the intersection of arbitration practice and state-court authority: whether Tennessee courts have subject matter jurisdiction to confirm an arbitration award under Tennessee’s Uniform Arbitration Act (UAA) when the parties’ contract requires arbitration to occur exclusively in another state.

The dispute arose from a 2019 consulting contract between Berkeley Research Group, LLC (“Berkeley”) and Southern Advanced Materials, LLC (“Southern”). The contract required arbitration administered by JAMS and stated: “Any such arbitration shall take place exclusively in Philadelphia, PA,” while also providing that judgment on an award “may be entered by any State or Federal Court having jurisdiction thereof.” After an award in Berkeley’s favor, Berkeley sought confirmation in Shelby County Chancery Court. Southern moved to dismiss for lack of personal and subject matter jurisdiction.

The trial court confirmed the award. The Court of Appeals reversed on personal jurisdiction grounds while concluding subject matter jurisdiction existed. The Supreme Court granted review and reframed the case around a threshold question: does the UAA confer Tennessee subject matter jurisdiction at all when the parties agreed the arbitration “shall take place exclusively” outside Tennessee?

II. Summary of the Opinion

The Tennessee Supreme Court held that Tennessee courts lack subject matter jurisdiction under the UAA to confirm an arbitration award when the parties’ agreement provides that arbitration will occur in another state. Because the contract required arbitration “exclusively in Philadelphia, PA,” the UAA’s jurisdictional grant was not satisfied. The Court therefore vacated the judgments of the lower courts and dismissed the petition to confirm.

Having found no subject matter jurisdiction, the Court did not reach whether Tennessee had personal jurisdiction over Southern or whether Southern consented to personal jurisdiction by contract.

III. Analysis

A. Precedents Cited

1. Tennessee subject matter jurisdiction principles

  • Johnson v. Hopkins and In re Estate of Trigg: Cited for the standard of review—subject matter jurisdiction is reviewed de novo. This mattered because the Supreme Court treated the jurisdictional issue as purely legal and dispositive.
  • Northland Ins. v. State: Used to define subject matter jurisdiction as a court’s authority to adjudicate the type of controversy presented.
  • Meighan v. U.S. Sprint Commc'ns Co. and New v. Dumitrache: Anchored the core premise that subject matter jurisdiction must come from the constitution or statute and cannot be created by party agreement, consent, or waiver—critical to rejecting Berkeley’s attempts to bootstrap jurisdiction from general chancery jurisdiction or broad judgment-entry language in the arbitration clause.
  • Houghton v. Malibu Boats, LLC: Reinforced that subject matter jurisdiction is a non-waivable threshold issue that can be raised at any time, justifying the Court’s decision to end the analysis once it found the UAA did not confer jurisdiction.

2. Tennessee arbitration framework and pro-arbitration history

  • Morgan Keegan & Co. v. Smythe and Buraczynski v. Eyring: Cited to explain Tennessee’s modern arbitration policy after adoption of the UAA and the enforceability of arbitration agreements. These cases provided context but did not expand jurisdiction; they framed arbitration as favored but still governed by statutory limits.
  • Cavalier Ins. v. Osment and St. Paul Fire & Marine Ins. v. Kirkpatrick: Used to describe the historical hostility toward arbitration, illustrating the UAA’s role in changing the landscape. This helped the Court emphasize that arbitration enforcement is statutory—hence jurisdiction is statutory too.

3. Tennessee intermediate appellate authority construing the UAA’s jurisdiction provision

  • Hogan v. Hogan: The key Tennessee case on point. The Court of Appeals held a Tennessee court lacked subject matter jurisdiction under Tenn. Code Ann. § 29-5-302 where the agreement mandated arbitration in Washington. The Supreme Court agreed with Hogan’s plain-language reading: Tennessee jurisdiction exists only if the agreement provides for arbitration “in this state.”
  • Dewitt v. Al-Haddad: Cited within Hogan for the proposition that the agreement must at least allow arbitration in Tennessee. The Supreme Court did not elaborate extensively on Dewitt but treated it as consistent support for the forum-based jurisdiction rule.
  • Brown v. Styles: Relied on to reinforce that Tenn. Code Ann. § 29-5-302 is “the sole source” of subject matter jurisdiction to confirm awards under the UAA, foreclosing reliance on other UAA provisions as independent jurisdiction grants.

4. Uniformity/comity and other UAA jurisdictions

The Court invoked Tenn. Code Ann. § 29-5-320’s directive to construe the UAA to make uniform the law of adopting states, citing Morgan Keegan & Co. v. Smythe for the caution that uniformity is not a mechanical “scorecard” exercise. Still, the Court found persuasive the “almost unanimous” approach in other UAA jurisdictions: the state where arbitration is seated has exclusive authority to confirm/vacate.

  • State ex rel. Tri-City Constr. Co. v. Marsh: Quoted for focusing jurisdiction on the place of arbitration rather than the contract’s locus, supporting the Court’s forum-centric jurisdiction reading.
  • Gen. Elec. Co. v. Star Techs., Inc., Chi. Southshore & S. Bend R.R. v. N. Ind. Commuter Transp. Dist., Tru Green Corp. v. Sampson, and Kearsarge Metallurgical Corp. v. Peerless Ins.: Cited as representative decisions enforcing the “seat-of-arbitration” jurisdiction rule to prevent forum shopping and protect party autonomy in selecting a confirmation forum tied to the agreed arbitral location.
  • Revised Unif. Arb. Act § 26 cmt. 3 (Unif. L. Comm'n 2000): Used as a synthesis authority explaining why RUAA codified “exclusive jurisdiction” in the arbitral forum state and why UAA jurisdictions largely had already arrived at that result through interpretation.

5. RUAA-era authority and minority position

  • DeSage v. AW Financial Group, LLC: Offered by Berkeley but distinguished. The Court noted DeSage interpreted the RUAA and, to the extent it spoke to UAA practice, it actually supported the view that without an agreement to arbitrate in the state, that state has no jurisdiction. The Court also observed DeSage reflected a minority view that the RUAA’s “exclusive” language changes outcomes compared to the UAA—irrelevant here because the UAA governed.

6. FAA preemption framework

  • Volt Info. Scis., Inc. v. Bd. of Trs. of Leland Stanford Junior Univ.: Cited (via Morgan Keegan) for FAA obstacle-preemption framing. The Court used Volt to conclude that Tennessee’s UAA jurisdiction rule is procedural and does not obstruct the FAA because a party can seek confirmation in a court that has jurisdiction (here, Pennsylvania).

B. Legal Reasoning

1. The governing statute: UAA, not RUAA

The Court first determined that the UAA applied because the arbitration agreement (2019), the arbitration (2021–2022), and the confirmation petition (2022) all predated Tennessee’s RUAA effective date, and the parties did not agree to apply the RUAA. This choice-of-statute step was outcome-determinative because the UAA’s jurisdiction text differs from the RUAA’s later “exclusive jurisdiction” formulation.

2. The jurisdictional grant is tied to arbitration “in this state”

The Court treated Tenn. Code Ann. § 29-5-302(b) as the jurisdiction-conferring provision and read it strictly: “The making of an agreement ... providing for arbitration in this state confers jurisdiction on the court ... to enter judgment on an award thereunder.” Because the contract mandated arbitration “exclusively in Philadelphia, PA,” it did not “provid[e] for arbitration in this state.” On that plain-language ground alone, Tennessee courts had no subject matter jurisdiction to confirm.

3. Rejection of alternative statutory routes (confirmation provision)

Berkeley argued the UAA confirmation directive (Tenn. Code Ann. § 29-5-312) independently authorized Tennessee courts to confirm awards. The Court rejected that reading, emphasizing that § 29-5-312 presupposes a court with jurisdiction; it is a merits/procedure command (“shall confirm”) once a proper court is engaged, not an independent jurisdictional grant. The Court also noted the absence of supporting authority interpreting § 29-5-312 as a jurisdiction-conferring provision.

4. Party language allowing judgment “in any State or Federal Court having jurisdiction”

The arbitration clause allowed entry of judgment in any court “having jurisdiction thereof.” The Court treated this as non-expansive: it recognizes the need for jurisdiction; it does not create it. This aligned with New v. Dumitrache: parties cannot confer subject matter jurisdiction by agreement.

5. FAA preemption arguments fail because the rule is procedural and non-obstructive

The Court characterized the UAA jurisdiction limitation as procedural rather than substantive and therefore not in conflict with the FAA. Applying the Volt obstacle-preemption concept, the Court reasoned that denying Tennessee as a confirmation forum does not frustrate arbitration; it merely channels confirmation to the agreed arbitral forum’s courts (or other proper courts). The Court underscored that Pennsylvania—where arbitration was seated—provides a viable confirmation forum and is itself an RUAA jurisdiction with an “exclusive jurisdiction” statute for in-state arbitrations.

6. General chancery jurisdiction does not override UAA limits

Berkeley argued chancery courts’ general jurisdiction over controversies exceeding $50, coupled with constitutional and statutory provisions, supplied concurrent jurisdiction. The Court rejected this: general jurisdiction does not create authority over a matter where the legislature has made jurisdiction depend on a specific statutory grant—here, the UAA’s limited conferral in § 29-5-302(b).

7. The Court’s deliberate restraint

The Court expressly limited its holding to agreements that require arbitration in another state. In a footnote, it declined to decide scenarios where the contract could be read to permit arbitration in Tennessee (e.g., silence as to forum, or multiple permissible fora) but arbitration occurs elsewhere. That reservation keeps open future litigation over ambiguity, optional forums, and post-dispute forum choices.

C. Impact

1. A bright-line jurisdiction rule for UAA-governed agreements

The decision establishes a clear Tennessee rule for pre-RUAA (and otherwise UAA-governed) arbitration agreements: if the agreement requires arbitration outside Tennessee, Tennessee courts lack subject matter jurisdiction to confirm. This removes confirmation petitions as a tool for tactical forum selection in Tennessee when the parties chose an out-of-state seat.

2. Re-centering “seat” selection as a post-award litigation decision

The practical effect is to elevate the arbitration “place” clause from a logistical detail to a jurisdictional switch. Parties drafting contracts with Tennessee connections must expect that selecting another state’s seat will likely commit confirmation (and related vacatur/modification litigation) to that state’s courts, even if performance, parties, or assets have ties to Tennessee.

3. Harmonization with RUAA’s “exclusive jurisdiction” architecture

Although decided under the UAA, the reasoning aligns with RUAA § 26’s policy (as reflected in the Court’s discussion of Revised Unif. Arb. Act § 26 cmt. 3) against forum shopping and in favor of party autonomy. As Tennessee transitions to RUAA-governed agreements (post-July 1, 2023), the decision also signals that Tennessee courts will likely treat the seat as the central jurisdictional anchor, consistent with the RUAA’s text.

4. Litigation sequencing: jurisdiction first, merits never

The Court’s approach reinforces that confirmation actions can be dismissed at the threshold without reaching personal jurisdiction, consent, or underlying arbitration merits. This may increase early dispositive motion practice focused on the arbitration forum clause and the agreement’s effective date (UAA vs RUAA).

IV. Complex Concepts Simplified

  • Subject matter jurisdiction: The court’s power to hear the type of case. If absent, the case must be dismissed even if the parties want the court to act.
  • Personal jurisdiction: The court’s power over a particular defendant, usually based on contacts with the state or consent. The Court did not reach this issue.
  • Confirmation of an arbitration award: A court process converting an arbitral award into an enforceable judgment.
  • UAA vs RUAA: The UAA is Tennessee’s earlier arbitration statute; the RUAA is the modern revision adopted in Tennessee effective July 1, 2023 for new agreements. Which statute applies depends primarily on when the arbitration agreement was made (and whether parties opted into the RUAA).
  • Seat/place of arbitration: The legally designated location of arbitration (here, “exclusively in Philadelphia, PA”). The Court treated this as determinative for which state’s courts can confirm under the UAA.
  • FAA preemption (obstacle preemption): State law is preempted if it blocks Congress’s objectives. The Court held Tennessee’s rule is procedural and does not block arbitration because a proper forum remains available.
  • Comity/uniformity: Interpreting uniform laws similarly across states to promote predictable, consistent rules—particularly important for interstate arbitration.

V. Conclusion

Berkeley Research Group, LLC v. Southern Advanced Materials, LLC establishes that under Tennessee’s UAA, an arbitration agreement must provide for arbitration in Tennessee to confer subject matter jurisdiction on Tennessee courts to confirm an award. When the contract mandates an out-of-state seat—here, Pennsylvania—Tennessee courts cannot confirm the award, and the case must be dismissed.

The decision reinforces (1) the strictly statutory nature of arbitration-confirmation jurisdiction, (2) the centrality of the arbitration seat to post-award judicial proceedings, and (3) Tennessee’s alignment with the dominant national approach designed to reduce forum shopping and honor party autonomy in arbitration.