                 IN THE COURT OF APPEALS OF TENNESSEE
                              AT JACKSON
                                       April 2000 Session

         CHRISTOPHER LAMAR WOODS v. ELLIE JOAN WOODS

                       Appeal from the Circuit Court for Shelby County
                          No. 146130 R.D. D’Army Bailey, Judge



                  No. W1999-00733-COA-R3-CV - Decided August 22, 2000


This appeal arises from a dispute between Plaintiff Christopher Lamar Woods and Defendant Ellie
Joan Woods regarding Mr. Woods’ financial obligations under the parties’ final decree of divorce.
The trial court approved the ruling of the arbitrator, which was that Mr. Woods is responsible for the
expense of Ms. Woods’ “tummy tuck” and breast reduction surgery but is not responsible for the
expense of Ms. Woods’ Obagi cream treatments, collagen injections, lip implants, and other topical
procedures. For the reasons set forth below, we affirm the ruling of the trial court.

      Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Affirmed.

DAVID R. FARMER , J., delivered the opinion of the court, in which W. FRANK CRAWFORD , P.J., W.S.
and HEWITT P. TOMLIN , SP . J., joined.

Daniel Loyd Taylor and John N. Bean, Memphis, Tennessee, for the appellant, Christopher Lamar
Woods.

Kay Farese Turner and William E. Miller, Memphis, Tennessee, for the appellee, Ellie Joan Woods.


                                              OPINION


         The parties’ final decree of divorce, which was entered by consent in September of 1996,
states that “Husband shall be responsible for all uncovered medical bills, deductibles and dental bills.
Husband further agrees to be responsible for Wife’s uncovered psychological bills up to one (1) visit
per week.” Subsequent to the parties’ divorce, Ms. Woods underwent several procedures, including
a “tummy tuck,” a breast reduction, Obagi cream treatments, collagen injections, lip implants, and
other topical procedures. In March of 1997, Ms. Woods filed a petition alleging that Mr. Woods was
in contempt of the parties’ divorce decree because he had failed to pay or reimburse her for the
expense of the aforementioned procedures. In his response to this petition, Mr. Woods took the
position that, because these procedures were purely cosmetic, he was not required by the divorce
decree to pay for them. The parties agreed to have the matter heard by an arbitrator, that the trial
shall be conducted pursuant to the Tennessee Rules of Civil Procedure rather than the Uniform Rules
of Arbitration, and that the decision of the arbitrator would be incorporated into their final decree
of divorce. After a hearing on the matter, the arbitrator ruled that, because the parties’ divorce
decree did not exclude payment for elective or cosmetic surgery, Mr. Woods is responsible for the
expense of Ms. Woods’ “tummy tuck” and breast reduction surgery. The arbitrator further ruled,
however, that because Ms. Woods’ Obagi cream treatments, collagen injections, lip implants, and
other topical procedures were not “medical” as that term is used in the divorce decree, Mr. Woods
is not responsible for the expense of these procedures. The trial court entered an order on March 3,
1999 approving the ruling of the arbitrator. This appeal by Mr. Woods followed.

         The sole issue raised by Mr. Woods on appeal is whether the arbitrator erred in ruling that,
pursuant to the parties’ final decree of divorce, Mr. Woods is responsible for the expense of Ms.
Woods’ “tummy tuck” and breast reduction surgery. To the extent that this issue involves questions
of fact, our review of the trial court’s ruling is de novo with a presumption of correctness and thus
we may not reverse the court’s factual findings unless they are contrary to the preponderance of the
evidence. See, e.g., Randolph v. Randolph, 937 S.W.2d 815, 819 (Tenn. 1996); T.R.A.P. 13(d).
With respect to the court’s legal conclusions, however, our review is de novo with no presumption
of correctness. See, e.g., Bell ex rel. Snyder v. Icard, Merrill, Cullis, Timm, Furen and Ginsburg,
P.A., 986 S.W.2d 550, 554 (Tenn. 1999); T.R.A.P. 13(d).

       In order to review the ruling of the trial court, we must determine whether the arbitrator
properly interpreted or construed the parties’ divorce decree. The rules of construction relative to
divorce decrees are set forth in Hale v. Hale, 838 S.W.2d 206 (Tenn. Ct. App. 1992), as follows:

       A divorce decree is to be construed like other written instruments. See Branch v.
       Branch, 35 Tenn. App. 552, 249 S.W.2d 581 (1952). A decree must be construed
       in light of the pleadings, particularly the prayer of the bill and the apparent
       purposes in the minds of the draftsman and the court. Livingston v. Livingston,
       58 Tenn. App. 271, 429 S.W.2d 452, 456 (1967). The general rules of evidence
       regarding the admission of parol evidence and the construction of written
       instruments also apply to the admission of parol evidence in the construction of a
       divorce decree. 429 S.W.2d at 456, 457. The test as to the application of the
       parol evidence rule is whether the testimony as to oral agreements or negotiations
       varies or contradicts the instrument in question or merely explains it. 429 S.W.2d
       at 457, citing Marron v. Scarbrough, 44 Tenn. App. 414, 451, 314 S.W.2d 165
       (1958).

Hale, 838 S.W.2d at 208-09. Mr. Woods argues on appeal that the phrase “all uncovered
medical bills” in the parties’ divorce decree refers only to bills not covered by insurance that are
associated with necessary medical procedures and does not include those uncovered bills that are
the result of unnecessary medical procedures such as elective plastic or cosmetic surgery. Ms.
Woods contends, however, that the phrase “all uncovered medical bills” refers to all medical bills


                                                -2-
not covered by insurance, regardless of whether the underlying medical procedure is necessary or
unnecessary.

        Although there are no opinions of the Tennessee courts addressing the specific issue
raised in the case at bar, there are cases from other jurisdictions that address this issue. In
support of her position, Ms. Woods cites Stack v. Stack, 646 So. 2d 51 (Ala. Civ. App. 1994). In
Stack, the parties’ divorce decree required the father to maintain health insurance for the parties’
children and to pay one-half of the children’s medical and dental expenses not covered by
insurance. See id. at 53. The mother subsequently filed a petition seeking payment by the father
for one-half of certain uncovered medical and dental expenses that had been incurred by the
children. See id. In his answer to the petition, the father maintained that he did not pay his
portion of the children’s uncovered dental bills because he considered this dental work to be
cosmetic and unnecessary and because the mother had failed to file insurance claims with respect
to some of these bills. See id. at 56. The trial court rejected this argument and held the father in
contempt of court. See id. at 54, 56. The Alabama Court of Civil Appeals affirmed, stating “we
cannot hold that the trial court abused its discretion or that the trial court’s judgment was plainly
and palpably wrong.” Id. at 56.

        In support of his position, Mr. Woods relies on the cases of Hill v. Hill, 706 So. 2d 406
(Fla. Dist. Ct. App. 1998), and Futch v. Futch, 643 So. 2d 364 (La. Ct. App. 1994). In Hill, the
parties’ final decree of divorce stated that “[t]he parties shall divide evenly any uncovered
expenses not covered [by the children’s health insurance] as an additional form of child support.”
Hill, 706 So. 2d at 407. The father challenged this provision, arguing that it imposes an open-
ended and unlimited financial liability on him and is therefore unenforceable. See id. The
Florida District Court of Appeals agreed that the aforementioned provision was too open-ended
and consequently modified the parties’ divorce decree to reflect that this provision applies only
to non-elective reasonable and necessary medical expenses. See id. Similarly, in Futch, the trial
court entered an order of separation stating that husband shall “pay all of [wife’s] documented
medical expenses not covered by the hospitalization policy.” Futch, 643 So. 2d at 369. The
wife subsequently filed a petition against the husband seeking payment of certain medical
expenses incurred for cosmetic liposuction surgery and oral contraceptives. See id. at 366-67.
The trial court rejected the wife’s request for payment of these expenses, holding as follows:

       In this case, the words “medical expenses” do not, by definition, automatically
       include costs for cosmetic surgery or contraceptives when such treatment was not
       undertaken for a medical necessity. Such a conclusion would, in the court’s
       opinion, lead to “absurd consequences.” The language of that provision, read
       together, indicates that Mr. Futch intended to continue the medical insurance
       currently in force and to provide basic and necessary medical care. Accordingly,
       the court finds that Mr. Futch is not obligated to pay expenses incurred or related
       to cosmetic surgery or for oral contraceptives.

Id. at 370. The Louisiana Court of Appeals affirmed the ruling of the trial court. See id.


                                                 -3-
        Under Tennessee law, there are certain implied terms that may be read into any contract
or written instrument. First, it is well settled that every contract contains an implied duty of good
faith and fair dealing in the performance and enforcement of the contract. See Wallace v.
National Bank of Commerce, 938 S.W.2d 684, 686 (Tenn. 1996); Brooks v. Networks of
Chattanooga, Inc., 946 S.W.2d 321, 326 (Tenn. Ct. App. 1996); ACG, Inc. v. Southeast
Elevator, Inc., 912 S.W.2d 163, 168 (Tenn. Ct. App. 1995); Winfree v. Educators Credit Union,
900 S.W.2d 285, 289 (Tenn. Ct. App. 1995). When considering whether the parties have
complied with this duty of good faith and fair dealing, the court must ascertain the intention of
the parties as determined by a reasonable and fair construction of the language of the contract.
See Wallace, 938 S.W.2d at 686; ACG, Inc., 912 S.W.2d at 168. Additionally, a qualifying
word that may be read into every contract is the word “reasonable” or its equivalent
“reasonably.” See Hurley v. Tennessee Farmers Mut. Ins. Co., 922 S.W.2d 887, 892 (Tenn. Ct.
App. 1995); Moore v. Moore, 603 S.W.2d 736, 739 (Tenn. Ct. App. 1980).

        In light of the authorities cited above, we think that the disputed provision in the parties’
final decree of divorce should be read as “Husband shall be responsible for all reasonable
uncovered medical bills, deductibles and dental bills.” Under this reading of the divorce decree,
Mr. Woods is required to pay for the uncovered medical expenses incurred by Ms. Woods only if
the underlying procedure is both “reasonable” and “medical.”1 The trial court found that Ms.
Woods’ Obagi cream treatments, collagen injections, lip implants, and other topical procedures
were not “medical.” We agree. We further agree that Ms. Woods’ “tummy tuck” and breast
reduction surgery were “medical” procedures within the meaning of the parties’ divorce decree.
The question, then, becomes whether Ms. Woods’ “tummy tuck” and breast reduction surgery
were also “reasonable.” As a general rule, we think “reasonable” medical expenses would not
include those associated with cosmetic surgery obtained solely for the purpose of improving
one’s appearance and not because of a medical necessity.2 It would certainly not be “reasonable”
to construe the parties’ divorce decree in such a way that Mr. Woods is required to pay for an
unlimited number of cosmetic and unnecessary medical procedures obtained at the whim of Ms.
Woods and for no other purpose than to improve Ms. Woods’ appearance. Like the Louisiana
court in Futch, we think that such a construction would lead to “absurd consequences.” In the
instant case, Dr. Robin M. Stevenson, Ms. Woods’ plastic surgeon, testified that Ms. Woods had
sustained a prior injury to her arm that made it difficult for Ms. Woods to take care of herself.
(Tr. Exhibit #4, at 22). Dr. Stevenson further explained that Ms. Woods’ large heavy breasts and
pendulous abdomen aggravated this problem, resulted in neck, shoulder, and back pain, and
caused Ms. Wood to develop rashes beneath each breast and deep grooves in her shoulders from

         1
           Our interpretation of the parties’ divorce decree is somewhat different from the construction given to the decree
by the arbitrator. The arbitrator ruled that Mr. Woods is required to pay for all uncovered expenses resulting from
procedures that are “medical” and did not distinguish between procedures that are “reasonable” and those that are
“unreasonable.” Under our ruling, however, the procedure mu st not only be “medical” but must also be “reasonable”
in order to come within the scope of the divorce decree.

         2
          W e certainly do no t intend to sugg est that all cosme tic surgery is unreasonable. For example, the purpose of
cosmetic surgery to correct a birth defect or a physical injury is to im prove the patient’s appearance. Under such
circumstanc es, howeve r, the proce dure wou ld be med ically necessary a nd thus wou ld be “reaso nable.”

                                                            -4-
bra straps. According to Dr. Stevenson, Ms. Woods’ “tummy tuck” and breast reduction surgery
were necessary in order to alleviate the aforementioned pain, rashes, and grooves and to enable
Ms. Woods to more easily care for herself. Mr. Woods did not offer any medical testimony
contradicting this opinion of Dr. Stevenson. Thus, the evidence at trial supports the conclusion
that the purpose of Ms. Woods’ “tummy tuck” and breast reduction surgery was not simply to
enhance Ms. Woods’ appearance and that there was at least some decree of medical necessity
associated with these procedures. We therefore conclude, although for different reasons,3 that the
arbitrator properly held that Mr. Woods is obligated under the parties’ divorce decree to pay the
uncovered expense associated with these procedures. Thus, we affirm the trial court’s approval
of the arbitrator’s ruling.

        Based on the foregoing, the ruling of the trial court is affirmed. The costs of this appeal
are assessed to Christopher Lamar Woods, and his surety, for which execution may issue if
necessary.

                                                                   ___________________________________
                                                                   DAVID R. FARMER, JUDGE




         3
           An appellate court can affirm the ruling of a lower court even if it disagrees with the reasoning of the lower
court so lon g as the ultimate c onclusion o f the lower co urt is the same as the conclusio n reached on appe al. See, e.g.,
State v. Rogers , 992 S.W .2d 393 , 395 (T enn. 199 9)(prov iding exam ple of case in which appellate court affirmed ruling
of the lower court on other grounds).

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