EAGLE CDI, INC., ET AL.
MICHAEL J. ORR, ET AL.
January 24, 2017
from the Chancery Court for Monroe County No. 18-704 J.
Michael Sharp, Judge No. E2016-01399-COA-R3-CV
appeal involves a contract dispute between a general
contracting company and a husband and wife who sought the
company's assistance to build a log cabin home. After the
husband and wife defaulted on the original construction
contract, the husband and wife and the company signed a
second contract, a promissory note, for the remaining
balance. The husband and wife subsequently defaulted on the
promissory note. The trial court held that the husband and
wife breached the second contract, the terms were clear and
unambiguous, and a potential ambiguity in the first contract
regarding a non-refundable deposit and/or retainer was
legally irrelevant in determining the amount owed under the
second contract. Because the second contract was clear and
unambiguous, we hold that the total sum owed by the husband
and wife is proper despite any ambiguity in the first
contract. Further, we hold that the trial court properly
denied the husband and wife's motion to amend their
answer because of undue delay. Accordingly, we affirm the
trial court's judgment.
R. App. P. 3 Appeal as of Right; Judgment of the Chancery
Court Affirmed; Case Remanded
Mitchell Bryant, Athens, Tennessee, for the appellants,
Michael J Orr and Mary E Orr.
M. Prince and N. Craig Strand, Knoxville, Tennessee, for the
appellees, Eagle CDI, Inc. and Dan Mitchell.
W. McClarty, J., delivered the opinion of the Court, in which
D. Michael Swiney, C.J., and Frank G. Clement, P.J., M.S.,
W. MCCLARTY, JUDGE
appeal arises from a contract dispute between Eagle CDI, Inc.
("Eagle"), its president Dan Mitchell
("Mitchell") and Mr. Michael Orr and Mrs. Mary Orr
(collectively "the Orrs" and individually "Mr.
Orr" and "Mrs. Orr"). The Orrs were seeking to
build a log cabin house in Monroe County, Tennessee. The Orrs
purchased a log cabin kit and then contacted Eagle, a general
contractor, with the purpose of contracting for Eagle to aid
in the construction process. The Orrs and Eagle entered into
the Construction Contract on February 1, 2013.
pertinent aspects of the Construction Contract described the
costs to be paid to Eagle as follows:
shall be compensated for services herein on a modified cost
plus basis. Cost shall be defined as follows:
(a) The materials and equipment reasonably and necessarily
incurred in the construction herein.
(c) Actual cost of on-site utilities, insurance
(d) Actual costs of sub-contract items
(e) The CONTRACTOR shall receive an
Administrative Expense to be calculated at a rate of 15.5% of
the costs stated above.
In addition to the costs described above, the
CONTRACTOR shall receive additional
compensation to be calculated as 10% of the costs stated
* * *
All sums shall be paid as follow: A
Non-Refundable Deposit in the amount of
$45, 000 based upon the estimated scope of
work requested to perform for construction of $498,
430.62, with draws based upon work completion and this
The record is undisputed that on February 4, 2013, the Orrs
paid Eagle the $45, 000 sum contracted for in the second
clause quoted above. Eagle submitted Invoice #730 to the Orrs
concerning the $45, 000 payment. The invoice reflected the
full payment of $45, 000 by the Orrs. The Description column
on the invoice stated "ECDI DEPOSIT INVOICE