                                                                                       05/17/2017




                     IN THE COURT OF APPEALS OF TENNESSEE
                                 AT NASHVILLE
                                   Assigned on Briefs April 3, 2017

         DEBEORA D. WHITFIELD v. HOLLY THRASHER SCHROEDER

                    Direct Appeal from the Circuit Court for Sumner County
                       No. 83CC1-2015-CV-485       Joe Thompson, Judge


                                    No. M2016-00791-COA-R3-CV


This appeal involves an option to purchase real estate. After a bench trial, the circuit
court awarded the tenant a judgment for $12,000. Because the trial court did not make
sufficient findings of fact and conclusions of law to enable meaningful appellate review,
we vacate the order and remand for further proceedings.

    Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Vacated and
                                       Remanded

BRANDON O. GIBSON, J., delivered the opinion of the court, in which RICHARD H.
DINKINS, and THOMAS R. FRIERSON, II, JJ., joined.

Charles R. Bobbitt, Jr., Hendersonville, Tennessee, for the appellant, Holly Thrasher
Schroeder.

Joseph T. Zanger, White House, Tennessee, for the appellee, Debeora D. Whitfield.

                                                  OPINION

                                  I. FACTS & PROCEDURAL HISTORY

       Holly Thrasher Schroeder (“Landlord”) owned approximately three acres of real
property in Sumner County containing a residence, three outbuildings, and a pond. She
rented the property to various tenants over the years, and in 2014, she advertised that it
was available for rent with a lease-purchase agreement. Debeora Whitfield, Michael
Whitfield, and Benjamin Martin (collectively, “Tenants”)1 inquired about the property.
After visiting the property, Tenants met with Landlord and her husband at a restaurant
and executed a two-year lease and an “Option to Purchase Real Estate.” The lease

1
    The relationship among the tenants, if any, is not apparent from the record.
occupancy term and the option period were both to commence on the date of signing,
March 11, 2014, and end on March 31, 2016.2

       The Option to Purchase required a “Non-Refundable payment” of $15,000 in
exchange for the exclusive and irrevocable option to purchase the “real estate and other
property located in Sumner County, Tennessee, which real estate is commonly known as
108 Brooks Lane, Portland, TN . . . and including all improvements thereto either
permanently installed or which belong to or are used in connection with the real estate,
wherever located[.]” An additional payment of $15,000 was due one year into the option
period, on April 1, 2015. In other words, $15,000 was to be paid in “each and every year
the option-to-purchase [was] in effect.” At the date of closing, Landlord was to deliver a
general warranty deed to the real estate and possession of it. The Option to Purchase
provided that

           If Purchaser does not exercise this option for any reason, including any
           default as described below, then the NON-Refundable Option
           Consideration shall be retained by Vendor as consideration for the granting
           of the option to purchase, it being understood by Purchaser that the Option
           Period, to purchase the Real Estate, and is, in all cases in which Purchaser
           does not exercise the option to purchase, no matter what the circumstances
           or causes[,] NON-Refundable.

The purchase price of the property was set at $199,900. Tenants would receive “non-
refundable credits” of $200 toward the purchase price for each monthly lease payment
that was made on time, but the credits would be forfeited as “non-refundable Option
Consideration” if not used for the purchase of the property. Tenants paid the $15,000
option payment for the first year on the date the documents were signed.

2
    This Court has explained the meaning of an option as follows:

           “An option is a unilateral contract whereby the optionor for a valuable consideration
           grants the optionee a right to make a contract of purchase but does not bind the optionee
           to do so; the optionor is bound during the life of the option, but the optionee is not. It is a
           continuing offer to sell irrevocable during the option period. Its transition into a contract
           to purchase can be effected only by an unqualified unconditional acceptance in
           accordance with the terms and time specified.”

Kwasniewski v. Lefevers, No. M2012-01802-COA-R3-CV, 2013 WL 3964788, at *4 (Tenn. Ct. App. July
30, 2013) (quoting Jones v. Horner, 260 S.W.2d 198, 199 (Tenn. Ct. App. 1953)). “Option contracts
limit the offeror’s ability to revoke an offer.” P & N Dev. v. Church, No. E2009-01122-COA-R3-CV,
2010 WL 3025546, at *2 (Tenn. Ct. App. Aug. 4, 2010) (citing Restatement (Second) of Contracts § 25
(1981)). They “bind the offeror during the life of the contract as the option is irrevocable during that
time.” Id. (citing Am. Oil Co. v. Rasar, 308 S.W.2d 486, 490 (Tenn. 1957)).
                                                    2
       Ten months later, in January 2015, Tenants and Landlord met again to discuss the
Option to Purchase. As we will explain in greater detail hereinafter, the parties dispute
what took place at this meeting. Basically, Tenants claim that they learned for the first
time during this meeting that Landlord did not intend to convey any of the three
outbuildings on the property because they were added to the premises by prior tenants,
and Landlord did not own them. Conversely, Landlord claims that Tenants simply
wanted out of the contract because they could not afford it. In any event, that day,
Tenants informed Landlord that they did not intend to exercise the Option to Purchase,
and they sought a return of the $15,000 option payment they made when they executed
the documents in March 2014. Landlord refused to return the money, and Ms. Whitfield,
one of the three tenants, sued Landlord in general sessions court for breach of the Option
to Purchase.

       The general sessions court ruled in favor of Ms. Whitfield and entered a judgment
against Landlord for $15,000. Landlord appealed to circuit court, and a bench trial was
held on February 5, 2016. The only witnesses to testify were Ms. Whitfield and
Landlord. Ms. Whitfield testified that the three outbuildings on the property consisted of
a “dock house” by the pond, a large oblong building near the house that looked like a
one-car garage with an office area, and “a funky blue looking shed.” She testified that
the dock house was old and in horrible condition when they moved in but that Tenants
“redid” the dock house with extensive repairs and improvements. Ms. Whitfield testified
that Landlord and her husband saw the improvements and commented about how nice the
dock house looked without objection or mention of the fact that she did not own the dock
house. Ms. Whitfield testified that Tenants used the large oblong building for their
lawnmowers and storage, but they did not use the third building because it was in such
poor condition.

       Ms. Whitfield testified that Tenants intended to exercise the option to purchase the
property and made efforts to secure a loan in order to buy it. However, she said they
were not able to secure the loan because the bank disagreed with them about the value of
the property. Again, the purchase price was roughly $200,000. Ms. Whitfield testified
that when the bank declined to loan them that amount, she had an appraisal performed,
and the property appraised for only $150,000. She testified that the bank refused to
finance the loan based on the appraisal.

       Ms. Whitfield testified that Tenants met with Landlord and her husband in January
2015 (as referenced above) to discuss the Option to Purchase. According to Ms.
Whitfield, the purpose of the meeting, in her mind, was to inform Landlord that the
appraisal was only $150,000 and to see if they could “work something out.” Ms.
Whitfield testified that during the course of their discussion, Landlord made a statement
to the effect that “the buildings don’t go with it. I don’t own them. I can’t sell you
                                            3
anything I don’t own.” Ms. Whitfield testified that she was very upset at this news
because she had been maintaining and improving the buildings with the intent to
purchase them. She was also upset because the property was not worth the price. As
noted above, Ms. Whitfield informed Landlord that day that she did not intend to exercise
the Option to Purchase and wanted the $15,000 payment returned. Ms. Whitfield denied
telling Landlord that she could not afford the property.

       Landlord’s account of the events was vastly different. She claimed that Tenants
informed her that they could no longer afford the property and that they wanted their
option payment back in order to buy a smaller home. Landlord testified that the first time
she heard any mention of Tenants’ reason for not exercising the option being linked to
the outbuildings was during Tenants’ testimony in general sessions court.

        Landlord claimed that she told Ms. Whitfield when the documents were signed
that the dock building was permanently attached to the property and therefore it would be
included with the sale of the house. Landlord testified that the dock house was built by a
prior tenant but that she considered it to be part of the real estate because it was attached
to a pre-existing dock that “went with the property.” She denied ever telling Tenants that
the dock house would not be included in the sale.

        Landlord acknowledged, however, that the status of the other two outbuildings
was unclear. She testified that the other two buildings had been on the property for seven
to eight years and were placed there by former tenants. Landlord did not believe that
Tenants utilized the other two outbuildings and thought they had remained locked since
the prior tenants left them there. When asked who owned the outbuildings at the time of
trial, Landlord replied, “Good question.” She said “it’s a gray area” and “honestly, I
don’t know.” The day before trial, Landlord had been advised by her attorney that she
probably owned the two buildings due to abandonment. However, Landlord testified that
she had been involved in prior litigation with those former tenants around 2010 and
obtained a judgment against them for unpaid rent. She testified that the trial judge in that
proceeding had instructed the parties not to remove the buildings in case they were
needed as an offset against the judgment.3 Landlord testified that the case with her
former tenants was not yet finished and that the matter remained unresolved at the time of
trial.

       Although Landlord acknowledged the existence of this outstanding issue regarding
ownership of the two outbuildings, Landlord testified that she was never told by Tenants
that they were refusing to exercise the Option to Purchase because of the buildings.
3
 Landlord estimated that the long garage-type building was worth about $5,000 and that the shed was
worth nothing. She testified that the former tenants also sought the right to remove the dock house but
that the judge said they could not take it because it was attached to the property.
                                                       4
Landlord said she did not know that Tenants used those buildings or cared anything about
them. She said if she had known that the buildings were an issue, she would have
contacted an attorney long ago to try and determine their status. Landlord also claimed
that she told Tenants when they originally executed the documents that those
outbuildings were to remain locked because they belonged to prior tenants. Landlord
said she did not include a written provision regarding the outbuildings in the option
contract because she verbally told Tenants about the situation.

       Landlord testified that she had previously entered into three other contracts with
options to purchase this particular property, but none were completed. She testified that
her previous tenants paid only $3,000 for their option to purchase the property, rather
than $15,000. She testified that the former tenants did extensive damage to the property
and that she increased the amount of the option payment thereafter in an attempt to deter
tenants from damaging the property.

       The trial court entered its written order on March 14, 2016. The court clarified at
the outset that the only claim at issue was Tenants’ attempt to recover the $15,000
payment made for the Option to Purchase. The court noted that the Option to Purchase
covered the property known as 108 Brooks Lane “and included all improvements thereto,
either permanently installed or which belong to or are used in connection with the real
estate.” The trial court found that all three of the outbuildings were either attached to the
real estate or used in connection with the real estate, and therefore, “all three buildings
fall within the definition of real estate contained in the Option to Purchase.” The order
then states that the trial court had “concerns about the testimony” of Landlord as it related
to the ownership of the buildings, and it found “no consistent testimony” about whether
she owned them “or what her understanding of the ownership of the buildings was as
they relate to the Option to Purchase.”

       Next, the trial court recounted the sums paid by Tenants for the Option to
Purchase, including the $15,000 lump sum payment and $200 from each monthly lease
payment. The court found the amount paid was “an unjust price that results in unjust
enrichment to [Landlord],” and “there is no reason to require the forfeiture of fifteen
thousand dollars ($15,000.00) for a lease agreement that lasted for 12 months.” The trial
court noted Landlord’s testimony that her previous renter only paid $3,000 for an option
to purchase the property. The court found “this is a reasonable price for the Option to
Purchase the Real Estate based upon the evidence presented.” The trial court entered
judgment in favor of Ms. Whitfield for the sum of $12,000. Landlord timely filed a
notice of appeal.




                                             5
                                       II. ISSUES PRESENTED

        Landlord presents the following issues for review on appeal:

        1.    Whether the trial court incorrectly applied the doctrine of unjust
        enrichment when a valid and enforceable contract existed;

        2.     Whether the trial court erred in finding that the lease agreement
        lasted for a twelve-month period when the terms of the lease proscribed a
        twenty-four-month period;

        3.      Whether the trial court erred by considering parol evidence;

        4.    Whether the trial court erred when it incorrectly determined that the
        consideration for the option was excessive.

For the following reasons, we vacate the trial court’s order and remand for further
proceedings.

                                          III. DISCUSSION4

                  A.    Unjust Enrichment and the Existence of a Contract

       The first issue we address is Landlord’s contention that the trial court erred in
applying the doctrine of unjust enrichment when a valid and enforceable contract existed.
In response to this issue, Tenants argue that the trial court actually made “the opposite

4
 We begin by noting that Landlord’s brief does not contain a single citation to the appellate record.
Tennessee Rule of Appellate Procedure 27(a) provides that the brief of the appellant shall contain a
statement of facts “with appropriate references to the record” and an argument section with “appropriate
references to the record.” Rule 6(b) of the Rules of the Court of Appeals of Tennessee further provides:

        No complaint of or reliance upon action by the trial court will be considered on appeal
        unless the argument contains a specific reference to the page or pages of the record where
        such action is recorded. No assertion of fact will be considered on appeal unless the
        argument contains a reference to the page or pages of the record where evidence of such
        fact is recorded.

Landlord’s brief demonstrates no attempt to comply with these rules.
         The record in this case is unusually small, with the technical record, transcript, and exhibits
totaling only 139 pages. Thus, we have exercised our discretion to waive the briefing requirements in
order to adjudicate the issues presented for review. See Tenn. R. App. P. 2; Voigt v. Plate, No. E2016-
00473-COA-R3-CV, 2017 WL 776093, at *6 (Tenn. Ct. App. Feb. 28, 2017) (no perm. app. filed). We
may not do the same in the future.
                                                    6
finding” regarding the validity of the contract. They interpret the trial court’s ruling to
mean that the Option to Purchase was either breached or deemed void or unenforceable
because of the issue regarding the disputed ownership of the buildings. Tenants argue
that the trial court implicitly concluded that the Option to Purchase was invalid due to the
lack of ownership in the buildings, and therefore, the court should have ordered Landlord
to return the entire amount of the $15,000 option payment rather than only $12,000.

        We agree that the trial court’s order is unclear as to its ultimate reasoning. For
clarity, we quote from the order at length:

       1.     . . . The only matter before the Court is the [Tenants’] claim for
       recovery of the fifteen thousand dollar ($15,000.00) down payment made as
       part of an option to purchase real estate that was entered into between the
       parties on March 11, 2014.

       2.     The Option to Purchase Real Estate was for property known as 108
       Brooks Lane in Portland, Sumner County, Tennessee and included all
       improvements thereto, either permanently installed or which belong to or
       are used in connection with the real estate.

       3.     Paragraph 6 of the Option to Purchase Real Estate states that at the
       date of closing, the vendor shall execute and deliver a general warranty
       deed conveying the real estate to the purchaser in an as-is condition. . . .

       ....

       5.      The Court finds that the three buildings in addition to the residence,
       are either attached to the real estate or were used in connection to the real
       estate. There is agreement that the dock house is permanently installed to
       the real estate. There was no testimony that any of the buildings lie outside
       the boundaries of the real estate. Evidence shows a concrete pad leading up
       to the oblong building on the side of the house as an entrance. It is clear to
       the Court that all three buildings fall within the definition of real estate
       contained in the Option to Purchase.

       6.     The Court has concerns about the testimony of the Defendant as it
       relates to the ownership of the buildings other than the residence on the
       property. There was no consistent testimony about whether she owned them
       or not, or what her understanding of the ownership of the buildings was as
       they relate to the Option to Purchase.

                                             7
       7.     The Lease Contract called for a monthly payment of seventeen
       hundred dollars ($1700.00), and the Option Contract contained a provision
       that two hundred dollars ($200.00) a month of that lease payment was a
       non-refundable credit toward the purchase of the property.

       8.      The addition of the sum of fifteen thousand dollars ($15,000.00)
       paid over twelve months comes to an addition[al] one thousand, two
       hundred and fifty dollars ($1,250.00) which made the total rent payment for
       the property almost three thousand dollars ($3,000.00) per month[].
       Testimony established the value of the property is between one hundred
       and fifty thousand dollars ($150,000.00) and two hundred thousand dollars
       ($200,000.00). The Court finds a monthly payment of almost three
       thousand dollars ($3,000.00) on the property to be an unjust price that
       results in unjust enrichment to the Defendant.

       9.    The Court finds there is no reason to require the forfeiture of fifteen
       thousand dollars ($15,000.00) for a lease agreement that lasted for 12
       months.

       10.    The defendant further testified that she was using the fifteen
       thousand dollars ($15,000.00) to protect against damages to the property,
       and that she had set the price of the Option to Purchase for a previous
       renter, who did not exercise the Option, at three thousand dollars
       ($3,000.00). The Court finds that this is a reasonable price for the Option to
       Purchase the Real Estate based upon the evidence presented.

       IT IS, THEREFORE, ORDERED, ADJUDGED AND DECREED that the
       Court’s judgment is for the Plaintiff in the amount of twelve thousand
       dollars ($12,000.00).

Through the first six paragraphs of the order, it appeared that the trial court was prepared
to hold that Landlord had breached the Option to Purchase, or that it was void or
otherwise unenforceable, due to her apparent lack of ownership of the buildings that she
had agreed to convey in the parties’ agreement. However, the court only expressed
“concerns about the testimony of the Defendant as it relates to the ownership” and said it
found “no consistent testimony” about that issue. Then, without stating any legal
conclusions or analysis regarding the validity of the Option to Purchase, the trial court
moved to a discussion of the amount of the payment and found that “there is no reason to
require the forfeiture of fifteen thousand dollars” for a twelve-month period. The court
found that $3,000 was “a reasonable price for the Option to Purchase[.]” As a result, it is
unclear whether the trial court concluded that Landlord was entitled to enforce the Option
                                             8
to Purchase and retain a reasonable sum due to Tenants’ failure to complete the purchase
of the property, or whether the trial court found the Option to Purchase unenforceable on
some legal ground.5 The confusion is only compounded by examining the trial court’s
oral ruling, wherein the judge stated:

               When it all comes down to it, what I’m mostly concerned about is
        the element of unjust enrichment. Unjust enrichment is a legal theory in
        which a court may impose a contractual obligation where one does not
        otherwise exist, and courts are permitted to impose that obligation when
        there is no contract between the parties or a contract has become
        unenforceable or invalid; and, two, the defendant will be unjustly enriched
        absent a quasi contractual obligation.
               ....
               But in this case causing forfeiture of the entire $15,000, it amounts
        to an unjust enrichment of the plaintiff -- of the defendant. I’m sorry. So
        what I found is that that contractual obligation became unjust to the
        defendant when she kept the $15,000.

(Emphasis added.) In sum, we cannot discern the trial court’s reasoning or actual
conclusion regarding the ownership of the buildings and the validity or invalidity of the
Option to Purchase. We cannot review the correctness of the trial court’s ultimate
conclusions if we cannot identify those conclusions or the trial court’s reasoning.

       Tennessee Rule of Civil Procedure 52.01 provides, “In all actions tried upon the
facts without a jury, the court shall find the facts specially and shall state separately its
conclusions of law and direct the entry of the appropriate judgment.” According to the
Tennessee Supreme Court,

        Requiring trial courts to make findings of fact and conclusions of law is
        generally viewed by courts as serving three purposes. 9C Charles A.
        Wright et al., Federal Practice and Procedure § 2571, at 219–223 (3d
        ed.2005) [hereinafter 9C Federal Practice and Procedure]. First, findings
        and conclusions facilitate appellate review by affording a reviewing court a
        clear understanding of the basis of a trial court’s decision. See Estate of
        Bucy v. McElroy, No. W2012-02317-COA-R3-CV, 2013 WL 1798911, at
        *3-4 (Tenn. Ct. App. Apr. 26, 2013) (noting that the Rule 52.01
        requirement facilitates appellate review); Hardin v. Hardin, No. W2012-
        00273-COA-R3-CV, 2012 WL 6727533, at *5 (Tenn. Ct. App. Dec. 27,
5
 Ms. Whitfield’s civil warrant from general sessions court alleged breach of contract, but during opening
statements at trial in circuit court, her attorney also asserted that Landlord’s failure to disclose pertinent
facts meant that the contract could be voided pursuant to Tennessee Code Annotated section 66-5-208.
                                                       9
       2012) (same); In re K.H., No. W2008-01144-COA-R3-PT, 2009 WL
       1362314, at *8 (Tenn. Ct. App. May 15, 2009) (recognizing that without
       findings and conclusions appellate courts are left to wonder about the basis
       of a trial court’s decision); In re M.E.W., No. M2003-01739-COA-R3-PT,
       2004 WL 865840, at *19 (Tenn. Ct. App. Apr. 21, 2004) (same); 9C
       Federal Practice and Procedure § 2571, at 219 (recognizing that specific
       findings by the trial court facilitate appellate review). Second, findings and
       conclusions also serve “to make definite precisely what is being decided by
       the case in order to apply the doctrines of estoppel and res judicata in future
       cases and promote confidence in the trial judge’s decision-making.” 9C
       Federal Practice and Procedure § 2571, at 221-22. A third function served
       by the requirement is “to evoke care on the part of the trial judge in
       ascertaining and applying the facts.” Id. at 222. Indeed, by clearly
       expressing the reasons for its decision, the trial court may well decrease the
       likelihood of an appeal. Hardin, 2012 WL 6727533, at *5.

              . . . There is no bright-line test by which to assess the sufficiency of
       factual findings, but “the findings of fact must include as much of the
       subsidiary facts as is necessary to disclose to the reviewing court the steps
       by which the trial court reached its ultimate conclusion on each factual
       issue.” 9C Federal Practice and Procedure § 2579, at 328.

Lovlace v. Copley, 418 S.W.3d 1, 34-35 (Tenn. 2013).

        Here, this Court and the parties were “left to wonder” about the basis of the trial
court’s decision due to a significant gap in its findings. In re K.H., 2009 WL 1362314, at
*8. Without sufficient findings of fact and conclusions of law, we are unable to conduct
meaningful appellate review. In re Estate of Bostic, No. E2016-00553-COA-R3-CV,
2016 WL 7105213, at *5 (Tenn. Ct. App. Dec. 6, 2016) (no perm. app. filed). We
accordingly vacate the trial court’s order and remand for entry of an order that contains
sufficient findings of fact and conclusions of law. See, e.g., Acuff Int’l, Inc. v. Sanyo
Mfg. Corp., No. W2013-01146-COA-R3-CV, 2014 WL 346661, at *5 (Tenn. Ct. App.
Jan. 30, 2014) (remanding for findings when the trial court’s order was “unclear as to the
basis of its ruling” and failed to clarify the trial court’s reasoning).

                                    IV. CONCLUSION

       For the aforementioned reasons, the decision of the trial court is hereby vacated
and remanded for further proceedings. Costs of this appeal are taxed one-half to the
appellee, Debeora D. Whitfield and one-half to the appellant, Holly Thrasher Schroeder,
and her surety, for which execution may issue if necessary.
                                             10
     _________________________________
     BRANDON O. GIBSON, JUDGE




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