HOWARD WHITE ET AL.
WALTER C. GRIMES
Session March 6, 2019
from the Chancery Court for Maury County No. 16-233 Stella L.
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
R. App. P. 3 Appeal as of Right; Judgment of the Chancery
Court Affirmed in Part, Reversed In Part,
Charles M. Cain, II, Randall E. Bruce, Adrian H. Altshuler,
and Charles G. Blackard, III, Franklin, Tennessee, for the
appellant, Walter C. Grimes.
Capparella, Nashville, Tennessee, for the appellees, Howard
White and Sheila White. 
B. Goldin, J., delivered the opinion of the Court, in which
J. Steven Stafford, P.J., W.S., and Kenny Armstrong, J.,
B. GOLDIN, JUDGE.
AND PROCEDURAL HISTORY
Grimes began leasing real property with improvements to
Sheila 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." At the time the
present dispute originated, the Whites were month-to-month
Whites operated a store and restaurant called
Doodads 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.
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.
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.
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
of Intent to Sell
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,  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.
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.
1 agreement and the December 3 writing
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.
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?
Q. So it's an accurate memorialization of what
y'all's agreement was, correct?
Q. And that's your signature?
A. Appears to be, yes.
Q. Do you not admit that this is your ...