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White v. Grimes

Court of Appeals of Tennessee, Nashville

May 13, 2019

HOWARD WHITE ET AL.
v.
WALTER C. GRIMES

          Session March 6, 2019

          Appeal from the Chancery Court for Maury County No. 16-233 Stella L. Hargrove, Judge.

         This case involves an alleged contract for the sale of real property. The proposed buyers, who were originally lessees of the property, brought suit to enforce the alleged agreement, seeking specific performance and damages. After a trial, the Maury County Chancery Court held that a contract for the sale of the property did exist and that specific performance of the contract should be awarded. Certain monetary damages were also awarded to the former lessees. Having reviewed the record transmitted to us on appeal, we affirm in part and reverse in part. Although we affirm the chancery court's decision that a valid contract exists and that the contract is properly subject to specific performance, we reverse the award of damages that is challenged on appeal for the reasons stated herein.

         Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed in Part, Reversed In Part, and Remanded

          Charles M. Cain, II, Randall E. Bruce, Adrian H. Altshuler, and Charles G. Blackard, III, Franklin, Tennessee, for the appellant, Walter C. Grimes.

          Donald Capparella, Nashville, Tennessee, for the appellees, Howard White and Sheila White. [1]

          Arnold B. Goldin, J., delivered the opinion of the Court, in which J. Steven Stafford, P.J., W.S., and Kenny Armstrong, J., joined.

          OPINION

          ARNOLD B. GOLDIN, JUDGE.

         BACKGROUND AND PROCEDURAL HISTORY

         Walter Grimes began leasing real property with improvements to Sheila[2] and Howard White in late 2009. Although the original lease term was for two years, the lease provided that if neither party gave notice of termination, "the Lease will automatically be extended on a month-to-month basis with all terms remaining the same."[3] At the time the present dispute originated, the Whites were month-to-month tenants.

         The Whites operated a store and restaurant called Doodads[4] on the property at issue, and throughout the pendency of their time as tenants, Mr. Grimes would frequently encourage them to buy his property. Although Mr. Grimes' repeated solicitations initially went unheeded, discussions over the purchase of his property gained more serious traction in late 2015. On November 3, 2015, Mr. Grimes presented the Whites with a notice of intent to sell the property, and on December 1, 2015, the parties reached an agreement that the property would be sold to the Whites for $145, 000.00. This agreement was later memorialized in a writing dated December 3, 2015 ("the December 3 writing"), which was prepared and signed by Mr. Grimes. In pertinent part, the December 3 writing stated as follows:

I, Walter Clifford Grimes, . . . am selling to Howard and [Sheila] White, the property . . . located at 2696 Williamsport Pike, Columbia TN, 38401 for $145, 000.00. The buyers, Howard and [Sheila] White, will be responsible for paying all costs related to closing this transaction. This sale will include the building, signage, gas and diesel pumps, holding tanks, furniture and appliances, as well as dishes and silverware and cookware.

         The December 3 writing was subsequently taken to Heritage Bank & Trust ("the Bank") by both the Whites and Mr. Grimes, albeit separately, and the Bank thereafter contacted Security Title & Escrow, who performed a title search and issued a title commitment. Mr. Grimes subsequently refused to close on the sale, however, prompting the Whites to pursue the present litigation.

         In a complaint filed with the Maury County Chancery Court on May 18, 2016, the Whites alleged that the December 3 writing was a valid contract, and they contended that Mr. Grimes had breached it when he refused to go through with the sale of the property. In addition to praying for a decree of specific performance, the Whites prayed that they recover any damages to which they may be entitled. In his answer, filed September 2, 2016, Mr. Grimes denied that the December 3 writing was a legal and binding agreement, and he requested that the chancery court dismiss the Whites' claim. A trial on these matters occurred on December 4 and 5, 2017.

         The proof at trial consisted of the testimony of multiple witnesses, as well as the introduction of a number of exhibits. In addition to focusing on the December 3 writing and the parties' discussions antecedent thereto, the evidence highlighted a number of other documents which were exchanged subsequent to the November 2015 notice of intent to sell.

         Notice of Intent to Sell

         As noted above, Mr. Grimes frequently suggested over the years that the Whites should buy his property. This fact was substantiated not only by the testimony of Mr. Grimes' wife, Abbie Grimes, [5] but also by the testimony of Mr. Grimes himself. Although these general solicitations originally proved to be unfruitful, Mr. Grimes reached out again to the Whites in November 2015 to formally express his interest to sell the property. As Mrs. White specifically testified to at trial, Mr. Grimes presented the Whites with a notice of intent to sell the property on November 3, 2015. This notice, a copy of which was introduced as an exhibit at trial, offered to sell Mr. Grimes' building, as well as its contents, for the sum of $150, 000.00. The notice stated that should the Whites choose not to purchase his property, Mr. Grimes would list it with a real estate company and that "the listed price will be at One hundred and seventy thousand dollars ($170, 000) for the business and sixty thousand dollars ($60, 000.00) will be charged for the contents." Within the notice, Mr. Grimes included language requesting the Whites to "let me know as soon as possible, prior to January 10, 2016." According to Mr. Grimes' testimony at trial, his intention for including such language was that he "needed something from the bank stating that the loan was approved." The notice did not, however, communicate this as a term of the proposed offer; rather, the notice simply indicated that the Whites should give Mr. Grimes notice of their intent to purchase the property by January 10, 2016, lest he list it for sale with a realtor at a higher price.

         According to Mrs. White, after she and her husband received the notice of intent to sell, they took it to their banker, Bobby Daniels, at the Bank. She testified that they subsequently filled out a loan application and claimed that they were later pre-approved for a loan.

         December 1 agreement and the December 3 writing

         Mrs. White's testimony revealed that, on December 1, 2015, she and her husband had a discussion with Mr. Grimes where they reached an agreement to purchase the property for $145, 000.00. According to Mrs. White, she and her husband agreed that they would pay for closing costs, and her testimony indicated that the parties' December 1 agreement was subsequently memorialized by Mr. Grimes in the December 3 writing. Mrs. White testified that, upon receipt of the December 3 writing, she took it to Mr. Daniels at the Bank.

         Other witnesses corroborated Mrs. White's account that an agreement had been reached on December 1. During his testimony, Mr. White stated that when Mr. Grimes had given him and his wife the December 3 writing, Mr. Grimes had said that it was "all he'd agreed to." Mr. Grimes' testimony also revealed that an agreement had been reached on December 1. Specifically, Mr. Grimes admitted that the Whites had informed him on December 1 that they were going to buy his property for $145, 000.00. He further admitted that the December 3 writing was an accurate memorialization of the parties' agreement. Indeed, when the December 3 writing was shown to him during the course of trial, the following colloquy ensued:

Q. That December 3rd document, this right here -- I'm going to show what's in the record as D18, demonstrative Exhibit 18. You do admit this is consistent with what you discussed on December 1st?
A. Yes.
Q. So it's an accurate memorialization of what y'all's agreement was, correct?
A. Correct.
Q. And that's your signature?
A. Appears to be, yes.
Q. Do you not admit that this is your ...

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