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Date: 10-25-2024
Case Style:
Abraham Anderson v. Alice Musick, et al.
Case Number: 21-8-172
Judge: Teford E. Forgety, Jr.
Court: Chancery Court, Sevier County, Tennessee
Plaintiff's Attorney:
Defendant's Attorney:
Description:
Sevierville, Tennessee specific performance real property lawyers represented Plaintiff and Defendant.
The Plaintiff sought specific performance related to a real estate transaction. The trial court denied relief, concluding that the series of papers introduced by the Plaintiff as a purported real estate contract between the parties did not constitute a valid contract. Furthermore, the trial court concluded that specific performance was inappropriate because the court could not discern the terms of the purported contract.
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To prove a claim for breach of contract, a claimant must show: (1) the existence of a valid contract, (2) nonperformance of the contract amounting to a breach, and (3) damages caused by the breach. Fed. Ins. Co. v. Winters, 354 S.W.3d 287, 291 (Tenn. 2011). A contract is not formed unless the terms are reasonably certain. See Jamestowne on Signal, Inc. v. First Fed. Sav. &Loan Ass'n, 807 S.W.2d 559, 564 (Tenn. Ct. App. 1990). While uncertainty as to "incidental or collateral" matters does not negate a contract, "[j]f the essential terms are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract. Restatement (Second) of Contracts § 33 cmt. a. (1981); Cadence Bank, N.A., 473 S.W.3d at 774 (quoting Peoples Bank of Elk Valley v. ConAgra Poultry Co., 832 S.W.2d 550, 553 (Tenn. Ct. App. 1991)). In evaluating whether a contract may be enforced,
The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy.
The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not intended to be understood as an offer or as an acceptance.
Jamestowne, 807 SW.2d at 564 (quoting Restatement (Second) of Contracts § 33).
Specific performance is a remedy rooted in equity. Hillard, 41 S.W.3d at 111. When seeking specific performance, in particular, a contract must be clear, complete and definite in all its essential terms.'" Id. (quoting Par sons v. Hall, 199 S.W.2d 99, 100 (Tenn. 1947)); see Shuptrine v. Quinn, 597 S.W.2d 728, 730 (Tenn. 1979); GRW Enterprises, Inc. v. Davis, 797 S.W.2d 606, 614 (Tenn. Ct. App. 1990). "The Court will not make a contract for the parties and the agreement sought to be enforced specifically must show beyond doubt that the minds of the parties actually met and that they themselves made the agreement." McGaugh v. Galbreath, 996 S.W.2d 186, 191 (Tenn. Ct. App. 1998) (quoting Parsons, 199 S.W.2d at 100). The Tennessee Supreme Court has identified "the requirements of mutuality, clarity and definiteness in the basic elements of date, parties, a valid agreement to sell, and a description of what was agreed to be sold." Parsons, 199 S.W.2d at 100; see Abbott v. Abbott, No. E2015-01233-COA-R3-CV, 2016 WL 3976760, at *4 (Tenn. Ct. App. July 20, 2016) (citing cases for the proposition that "price is typically an essential term in a sales or services contract"); Tetra Tech, Inc. v. Performa Entm'tReal Estate, Inc., No. W2007-02244-COA-R3-CV, 2008 WL 4457061, at *5 (Tenn. Ct. App. Oct. 3, 2008) ("A contract may not be enforceable where an essential element, such as price or compensation terms, is determined to be indefinite."). When the terms are vague and indefinite, the contract becomes "unenforceable and, indeed, unintelligible." Parsons, 199 S.W.2d at 100.
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Anderson v. Musick, E2024-00249-COA-R3-CV (Tenn. App. Oct 24, 2024)
Outcome: Affirmed
Plaintiff's Experts:
Defendant's Experts:
Comments: