dissenting.
I respectfully dissent from the majority opinion. Since I believe the chancellor reached the right result, I would affirm the lower court’s judgment.
In my opinion, the proper resolution of this dispute depends on a determination of whether the defendants were entitled to charge an additional fee in 1984 for any work in connection with the Series 1983A bonds. The record is clear that the defendants were paid the full amount of their fee for the initial work on the 1983 series. They received $35,000 at the closing and $57,500 from the Franklin L. Haney Company on July 9,1984. The record is equally clear that they were paid the full amount of their bill for the 1984A series. That invoice, sent to New York for the December 31, 1984 closing, amounted to $44,000 for legal services and $1,500 for publishing costs. On March 26, 1986, the Franklin L. Haney Company paid the defendants $47,-000, or $1,500 more than their invoice. The over-payment is not explained in the record.
Thus, the defendants were paid the full amount of their fees, billed at $2,500 per million for the $37 million issue in 1983 and the 1984 issue of $17.6 million. If they were due anything else it had to be earned in connection with the sale of the 1983A series in 1984. They now contend that they were entitled to an additional fee of $92,500 for the “reissuance” or “refunding” of that series in 1984.
I think the evidence preponderates against that contention. All of the documentary evidence reflects that the defendants presented an invoice for $45,500 at the December 31, 1984 closing. The invoices in the record and the schedules to the loan agreements signed by the six limited partners showed $45,500 as the total fees due the defendants. No mention was made of any additional fees due for the 1983A bonds.
After the defendants received the additional $38,000 and were pressed to explain the basis for their claim, they responded that they had only been paid $35,000 for *240their services in connection with the 1983A issue, when in fact they had been paid the full amount. They also indicated that they could not verify that they had received the $57,500 check from the Franklin L. Haney Company in 1984. On August 11,1989, the defendants asserted for the first time that their total fees for the 1984 closing should have been an additional $92,500 for a refund of the 1983A series plus $45,500 for the issuance of the 1984A series.
It is not clear from the'record why the defendants contended they were entitled to an additional fee in connection with the 1983A bonds. They did not issue any additional opinions and the bonds were not refunded or remarketed. They were simply not offered to the public until after the 1984A issue. Since the defendants did not submit an invoice for that work and did not contend they were entitled to any additional fees until four and one-half years later, I think the chancellor correctly concluded that they were not entitled to the additional $38,000.
The defendants contend that the chancellor erred in finding that the money was paid to the defendants based on a fraudulent misrepresentation. In my judgment, however, it is immaterial whether the representation that the defendants were still due a fee was made with knowledge of its falsity. From this record — which exhibits a lack of attention to the public’s business bordering on the shameful — it is conceivable that the representation was simply the result of a mistake. But it is the peculiar province of equity to rectify mistakes, Reid v. House, 21 Tenn. 576 (1841), and to afford plaintiffs relief from their own errors when that relief will not cause injustice to the defendant. Douglass v. Rowland, 540 S.W.2d 252 (Tenn.App.1976).
I would affirm the chancellor’s judgment.