McDEVITT, Chief Justice.
I.
BACKGROUND AND FACTS
Dr. Thomas Gumprecht (Gumprecht), seeks to recover statutory penalties pursuant to I.C. § 30-1-52 on the grounds that Valley Ear, Nose and Throat, P.A. (VENT), Dr. Colin Doyle (Doyle), Dr. Daniel Miller (Miller), and Mr. Richard Young (Young) denied Gumprecht access to the corporate records of VENT.1 Gumprecht joined Doyle and Miller in practice at VENT on October 1,1981, and subsequently purchased an interest in VENT equaling one-third of the shares of the corporation. The other two-thirds shares were owned by Drs. Doyle and Miller, each owning one third of VENT’s total shares. Gum-[243]*243preeht resigned from VENT and subsequent^ ly left on January 28, 1988. Prior to leaving VENT, Gumprecht entered into a letter of agreement with Doyle and Miller, which established the terms of Gumprecht’s departure and compensation.
Disputes arose between the parties over the terms of the letter of agreement. Gum-precht disputed the accuracy of the calculations used to determine the amounts due Gumprecht from his accounts receivable and asserted that he had not received payments of his portion of the accounts receivable as stated in the letter of agreement. On June 3, 1988, Gumprecht informed VENT that he wished to submit the disputed matters to arbitration, as provided in Gumprecht’s employment agreement with VENT.
In an attempt to verify the accuracy of the accounts, Gumprecht sought an independent review of VENT’s corporate records to confirm the calculations and valuations of the amounts due Gumprecht. VENT permitted Gumprecht’s accountant, Mitchell Marx (Marx), to view those corporate records VENT concluded were related to Gum-precht’s accounts receivable and all other records relating to Gumprecht’s compensation. VENT denied Marx access to records which VENT concluded were not related to Gumprecht’s interests.
The matter proceeded to arbitration in 1992, but prior to arbitration Gumprecht withdrew from consideration the issue of VENT’s alleged withholding of corporate information. On June 26,1992, the arbitrators issued their arbitration award. The arbitrators declined to resolve the issues concerning the VENT pension plan and the defined benefit plan because those issues were not listed or defined in the original issues presented for arbitration. The arbitrators also did not rule on the withholding of corporate records issue. No request to confirm, vacate, change, modify, or alter the arbitration award was made, nor was there an appeal of the award. On July 1,1992, Miller and Doyle paid Gum-precht pursuant to the arbitration award.
On December 15, 1992, Gumprecht filed a complaint in district court against VENT seeking penalties pursuant to I.C. § 30-1-52 and damages due to VENT’s denial of access to corporate records. Pursuant to VENT s motion for summary judgment, the district dismissed Gumprecht’s complaint. The district court held that Gumprecht had the opportunity to raise the issue of corporate withholding of records during arbitration and that Gumprecht voluntarily withdrew his claim for statutory penalties under I.C. § 30-1-52. The district court determined that Gumprecht could have and should have raised the issue during arbitration and concluded that Gumpreeht’s claim was barred by the doctrine of res judicata (claim preclusion).
The district court made alternative rulings on the issues of statutes of limitations, equitable estoppel, and the effect of ERISA on Gumprecht’s prayer for “any other damages or remedy afforded him by law as it relates to pension distribution.” In its alternative rulings, the district court dismissed those claims barred by the statute of limitations. On the remaining claims, the district court found no evidence to support the application of the doctrine of equitable estoppel and found no evidence that VENT’s actions caused detrimental reliance requiring that the limitations period be tolled. The district court held that the penalties under I.C. § 30-1-52 continued to run for each day that relevant corporate documents were withheld, so long as the plaintiff was a qualified shareholder at the time of the requests. On the issue of Gumprecht’s alleged “other damages” that resulted from VENT’s refusal to provide information about the pension distributions, the district court held that the issue was preempted by ERISA, 29 U.S.C. § 1144(a) and that ERISA provided no remedy against a beneficiary’s employer in an action to recover benefits under a plan. The district court also held that Gumpreeht’s requests for pension distribution information were unrelated to Gumprecht’s interest as a shareholder. The district court denied attorney fees to VENT under I.C. § 12-120(3) on the grounds that the gravamen of the action did not involve a purely commercial transaction, and denied attorney fees under I.C. § 12-121 due to the novelty and complexity of the issues presented.
[244]*244Gumprecht filed a timely appeal from the district court’s order. VENT cross-appealed.
II.
STANDARD OF REVIEW
When faced with an appeal from a summary judgment motion, this Court reviews all the pleadings, depositions, and admissions on file, together with the affidavits, if any, to determine whether there is a genuine issue as to any material fact and whether the moving party is entitled to judgment as a matter of law. I.R.C.P. 56(c); Tolmie Farms v. J.R. Simplot Co., 124 Idaho 607, 609, 862 P.2d 299, 301 (1993). The record is to be liberally construed in the light most favorable to the party opposing the motion, and all reasonable inferences are to be drawn in that party’s favor. Farm Credit Bank of Spokane v. Stevenson, 125 Idaho 270, 272, 869 P.2d 1365, 1367 (1994).
III.
GUMPRECHT’S CLAIM FOR STATUTORY PENALTIES PURSUANT TO I.C. § 30-1-52 COULD NOT HAVE BEEN BROUGHT DURING ARBITRATION AND WAS PROPERLY BROUGHT BEFORE THE DISTRICT COURT
VENT argues that the district court properly concluded that Gumprecht’s claim for statutory penalties pursuant to I.C. § 30-1-52 was barred on the grounds that the claim should have been brought during arbitration. We disagree.
The arbitration agreement between Gum-precht and VENT was part of the parties’ employment agreement. Under the Idaho Uniform Arbitration Act (UAA), parties may, pursuant to a written agreement, submit any controversy to arbitration. I.C. § 7-901. However, the UAA specifically excludes from the act arbitration agreements between employers and employees. I.C. § 7-901. Thus, the employment contract between VENT and Gumprecht, including the arbitration agreement, are not covered by the UAA, and the parties’ arbitration award is not enforceable under the UAA
The district court erred in holding that present action “could have and should have been raised and decided in the arbitration proceeding between the parties pursuant to their Employment Agreement.” Gum-precht’s action in district court is a claim for statutory penalties pursuant to I.C. § 30-1-52 for VENT’s withholding of corporate records. Under I.C.
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McDEVITT, Chief Justice.
I.
BACKGROUND AND FACTS
Dr. Thomas Gumprecht (Gumprecht), seeks to recover statutory penalties pursuant to I.C. § 30-1-52 on the grounds that Valley Ear, Nose and Throat, P.A. (VENT), Dr. Colin Doyle (Doyle), Dr. Daniel Miller (Miller), and Mr. Richard Young (Young) denied Gumprecht access to the corporate records of VENT.1 Gumprecht joined Doyle and Miller in practice at VENT on October 1,1981, and subsequently purchased an interest in VENT equaling one-third of the shares of the corporation. The other two-thirds shares were owned by Drs. Doyle and Miller, each owning one third of VENT’s total shares. Gum-[243]*243preeht resigned from VENT and subsequent^ ly left on January 28, 1988. Prior to leaving VENT, Gumprecht entered into a letter of agreement with Doyle and Miller, which established the terms of Gumprecht’s departure and compensation.
Disputes arose between the parties over the terms of the letter of agreement. Gum-precht disputed the accuracy of the calculations used to determine the amounts due Gumprecht from his accounts receivable and asserted that he had not received payments of his portion of the accounts receivable as stated in the letter of agreement. On June 3, 1988, Gumprecht informed VENT that he wished to submit the disputed matters to arbitration, as provided in Gumprecht’s employment agreement with VENT.
In an attempt to verify the accuracy of the accounts, Gumprecht sought an independent review of VENT’s corporate records to confirm the calculations and valuations of the amounts due Gumprecht. VENT permitted Gumprecht’s accountant, Mitchell Marx (Marx), to view those corporate records VENT concluded were related to Gum-precht’s accounts receivable and all other records relating to Gumprecht’s compensation. VENT denied Marx access to records which VENT concluded were not related to Gumprecht’s interests.
The matter proceeded to arbitration in 1992, but prior to arbitration Gumprecht withdrew from consideration the issue of VENT’s alleged withholding of corporate information. On June 26,1992, the arbitrators issued their arbitration award. The arbitrators declined to resolve the issues concerning the VENT pension plan and the defined benefit plan because those issues were not listed or defined in the original issues presented for arbitration. The arbitrators also did not rule on the withholding of corporate records issue. No request to confirm, vacate, change, modify, or alter the arbitration award was made, nor was there an appeal of the award. On July 1,1992, Miller and Doyle paid Gum-precht pursuant to the arbitration award.
On December 15, 1992, Gumprecht filed a complaint in district court against VENT seeking penalties pursuant to I.C. § 30-1-52 and damages due to VENT’s denial of access to corporate records. Pursuant to VENT s motion for summary judgment, the district dismissed Gumprecht’s complaint. The district court held that Gumprecht had the opportunity to raise the issue of corporate withholding of records during arbitration and that Gumprecht voluntarily withdrew his claim for statutory penalties under I.C. § 30-1-52. The district court determined that Gumprecht could have and should have raised the issue during arbitration and concluded that Gumpreeht’s claim was barred by the doctrine of res judicata (claim preclusion).
The district court made alternative rulings on the issues of statutes of limitations, equitable estoppel, and the effect of ERISA on Gumprecht’s prayer for “any other damages or remedy afforded him by law as it relates to pension distribution.” In its alternative rulings, the district court dismissed those claims barred by the statute of limitations. On the remaining claims, the district court found no evidence to support the application of the doctrine of equitable estoppel and found no evidence that VENT’s actions caused detrimental reliance requiring that the limitations period be tolled. The district court held that the penalties under I.C. § 30-1-52 continued to run for each day that relevant corporate documents were withheld, so long as the plaintiff was a qualified shareholder at the time of the requests. On the issue of Gumprecht’s alleged “other damages” that resulted from VENT’s refusal to provide information about the pension distributions, the district court held that the issue was preempted by ERISA, 29 U.S.C. § 1144(a) and that ERISA provided no remedy against a beneficiary’s employer in an action to recover benefits under a plan. The district court also held that Gumpreeht’s requests for pension distribution information were unrelated to Gumprecht’s interest as a shareholder. The district court denied attorney fees to VENT under I.C. § 12-120(3) on the grounds that the gravamen of the action did not involve a purely commercial transaction, and denied attorney fees under I.C. § 12-121 due to the novelty and complexity of the issues presented.
[244]*244Gumprecht filed a timely appeal from the district court’s order. VENT cross-appealed.
II.
STANDARD OF REVIEW
When faced with an appeal from a summary judgment motion, this Court reviews all the pleadings, depositions, and admissions on file, together with the affidavits, if any, to determine whether there is a genuine issue as to any material fact and whether the moving party is entitled to judgment as a matter of law. I.R.C.P. 56(c); Tolmie Farms v. J.R. Simplot Co., 124 Idaho 607, 609, 862 P.2d 299, 301 (1993). The record is to be liberally construed in the light most favorable to the party opposing the motion, and all reasonable inferences are to be drawn in that party’s favor. Farm Credit Bank of Spokane v. Stevenson, 125 Idaho 270, 272, 869 P.2d 1365, 1367 (1994).
III.
GUMPRECHT’S CLAIM FOR STATUTORY PENALTIES PURSUANT TO I.C. § 30-1-52 COULD NOT HAVE BEEN BROUGHT DURING ARBITRATION AND WAS PROPERLY BROUGHT BEFORE THE DISTRICT COURT
VENT argues that the district court properly concluded that Gumprecht’s claim for statutory penalties pursuant to I.C. § 30-1-52 was barred on the grounds that the claim should have been brought during arbitration. We disagree.
The arbitration agreement between Gum-precht and VENT was part of the parties’ employment agreement. Under the Idaho Uniform Arbitration Act (UAA), parties may, pursuant to a written agreement, submit any controversy to arbitration. I.C. § 7-901. However, the UAA specifically excludes from the act arbitration agreements between employers and employees. I.C. § 7-901. Thus, the employment contract between VENT and Gumprecht, including the arbitration agreement, are not covered by the UAA, and the parties’ arbitration award is not enforceable under the UAA
The district court erred in holding that present action “could have and should have been raised and decided in the arbitration proceeding between the parties pursuant to their Employment Agreement.” Gum-precht’s action in district court is a claim for statutory penalties pursuant to I.C. § 30-1-52 for VENT’s withholding of corporate records. Under I.C. § 30-1-52, an officer, agent, or corporation shall be liable for a penalty of fifty dollars ($50.00) per day for each day that a shareholder is refused access to the corporation’s books, records, and minutes. I.C. § 30-1-52; Stueve v. Northern Lights, Inc., 118 Idaho 422, 424-25, 797 P.2d 130, 132-33 (1990). The arbitration provision of the employment agreement between Gum-precht and VENT stated that “[i]f at any time during the continuance of this Employment Agreement any dispute shall arise and the difference cannot be satisfactorily resolved within a period of sixty (60) days, it shall be referred to arbitration_” The arbitration agreement only covered disputes between Gumprecht and VENT within their employment relationship and did not contemplate a shareholder action seeking statutory penalties pursuant to I.C. § 30-1-52. Because the statutory cause of action was not covered by the arbitration agreement between the parties, the present action was not a matter subject to arbitration under the agreement. The claim could not have been brought during arbitration, and as such Gum-precht did not have the opportunity to litigate the issue during arbitration. We reverse the district court’s determination that Gumprecht’s claim for statutory penalties pursuant to I.C. § 30-1-52 is barred under the doctrine of res judicata and remand the action to the district court.
IV.
VENT IS NOT ENTITLED TO ATTORNEY FEES
VENT argues that the district court erred in failing to award VENT attorney fees pursuant to I.C. § 12-120(3). I.C. § 12-120(3) provides for an award of attorney fees to the prevailing party in a civil action to recover on any commercial transaction. I.C. [245]*245§ 12-120(3); Property Management West, Inc. v. Hunt, 126 Idaho 897, 900, 894 P.2d 130, 133 (1995). “Commercial transactions,” as defined by I.C. § 12-120(3), includes all transactions except transactions for personal or household purposes. Id. The test of whether attorney fees are appropriate under I.C. § 12-120(3) is whether the commercial transaction comprises the gravamen of the lawsuit. Spence v. Howell, 126 Idaho 763, 775-76, 890 P.2d 714, 726-27 (1995); Brower v. DuPont De Nemours & Co., 117 Idaho 780, 784, 792 P.2d 345, 349 (1990).
Gumpreeht’s claim is based on the statutory penalties provided in I.C. § 30-1-52 for the corporation’s failure to provide access to the corporate records. The claim is not based on a contract. The gravamen of Gum-precht’s suit is the statutory provision and not a commercial transaction. Thus the district court properly denied VENT attorney fees under I.C. § 12-120(3). Scott v. Buhl Joint School Dist. No. 412, 123 Idaho 779, 786, 852 P.2d 1376, 1383 (1993); Brower, 117 Idaho at 784, 792 P.2d at 349.
VENT argues that it is entitled to attorney fees on appeal under I.C. § 12-120(3) and I.C. § 12-121. Both of the provisions under which VENT seeks attorney fees, only allow an award of attorney fees to the prevailing party. I.C. §§ 12-120(3); and 12-121 VENT has not prevailed on appeal. Attorney fees are denied.
V.
CONCLUSION
The district court improperly granted summary judgment in favor of VENT and dismissed Gumprecht’s complaint. We reverse the decision of the district court and remand the action to the district court.
JOHNSON, SILAK, JJ., and MICHAUD, J. Pro Tem., concur.