               IN THE COURT OF APPEALS OF TENNESSEE
                            AT MEMPHIS
                              February 24, 2015 Session


MICHAEL ADLER v. DOUBLE EAGLE PROPERTIES HOLDINGS, LLC,
                         ET AL.

                 Appeal from the Chancery Court for Shelby County
                  No. CH0809082 Arnold B. Goldin, Chancellor




                 No. W2014-01080-COA-R3-CV – Filed April 2, 2015




This case concerns the proper interpretation of a contract governing an interest in real
property. The trial court concluded that the contract unambiguously granted a lease to one
party, rather than an easement. Affirmed and remanded.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court is Affirmed
                                  and Remanded

J. STEVEN STAFFORD, P.J., W.S., delivered the opinion of the Court, in which BRANDON O.
GIBSON, J., and KENNY ARMSTRONG, J., joined.

Roger A. Stone and Lisa N. Stanley, Memphis, Tennessee, for the appellant, Airways
Commons, LLC.

Jeremy G. Alpert, Memphis, Tennessee, for the appellee, Double Eagle Properties Holdings,
LLC.

                                       OPINION

                                      Background

      This is the second appeal in this case involving the interpretation of a commercial
transaction involving an interest in real estate. Accordingly, we take many of the facts from
our prior Opinion, Adler v. Double Eagle Properties Holdings, LLC, No. W2010-01412-
COA-R3-CV, 2011 WL 862948 (Tenn. Ct. App. March 14, 2011) (―Adler I‖). In Adler I, we
stated:

                     Airways Commons, LLC (―Airways‖ or ―Seller‖) owned
              a commercial office building located at 3385 Airways
              Boulevard, Memphis, Tennessee. Fixed atop the building is a
              cellular tower [owned by BellSouth Mobility LLC d/b/a
              Cingular Wireless (―Cingular Wireless‖). On November 30,
              2005, Airways entered into an agreement styled ―Rooftop Lease
              and Assignment Agreement‖ (―Rooftop Agreement‖) with
              Unison Site Management, LLC (―Unison‖). . . .

Adler I, 2011 WL 862948, at *1. The Rooftop Agreement was executed by Manouchehr
Malekan, the President and sole member of Airways.

        As we explained in Adler I: ―The Rooftop Agreement purported to lease to Unison the
rooftop portion of the building for the use and maintenance of the cellular tower. In
exchange, Unison paid Airways $135,000 as complete consideration upon the signing of the
Rooftop Agreement.‖ Id. The Rooftop Agreement referred to the transaction as a lease and
provided that the term of the lease was for thirty years. The consideration for the lease,
however, was characterized as a ―purchase price[.]‖ In addition, the Rooftop Agreement
contained an exhibit providing that Airways ―assign[ed] and [transfer[ed] to Unison . . . all of
its right, title and interest in, to and under any lease agreements. . . .‖ The Cingular Wireless
lease was specifically cited as being included in the assignment.

                     Contemporaneously with the signing of the Rooftop
              Agreement, Unison assigned its interest in the agreement to its
              wholly-owned subsidiary, Cell Tower Lease Acquisition, LLC
              (―Cell Tower‖). This assignment was styled ―Assignment of
              Easement‖ and was recorded with the Shelby County Register of
              Deeds. . . .

Id.

       Airways and Unison operated under the Rooftop Agreement for several years without
dispute. However,

                                               2
                     [o]n April 8, 2008, Double Eagle Properties Holdings,
              LLC (―Double Eagle‖ or ―Buyer‖) entered into an agreement
              with Airways for the purchase and sale of the entire building.
              This agreement was styled ―Commercial Purchase and Sale
              Agreement‖ (―Purchase Contract‖). The Purchase Contract
              contained an assignment of leases provision under which
              Airways assigned and conveyed its interest as landlord in all
              leases on the building to Double Eagle.

Id. The Purchase Contract further provided that for any assignments of leases required under
the contract, any rents due would be prorated between Airways and Double Eagle based on
their remaining term at the time of closing on the Purchase Contract. To effect this
obligation:

                     Airways was required to submit to Double Eagle a
              complete and accurate rent roll describing the terms of all leases
              on the building. As a ―Special Stipulation,‖ Paragraph 17 of the
              Purchase Contract stated that ―[p]urchaser understands that
              Cingular Wireless has a perpetual easement on the property
              relating to cell towers on the roof. No rent is provided to the
              owner. Cingular Wireless pays [its] own utilities of $500–
              $750.00/month.‖

Id. The Purchase Contract also contained the following provision:

              In the event that any party hereto shall file suit for breach or
              enforcement of this Agreement (including suits filed after
              closing which are based on or related to the Agreement), the
              prevailing party shall be entitled to recover all costs of such
              enforcement, including reasonable attorney‘s fees.

       Subsequent to the execution of the Purchase Contract, Double Eagle performed a title
search on the property, which revealed the Rooftop Agreement. A dispute soon arose as to
whether payments under the Rooftop Agreement were rents subject to proration between
Airways and Double Eagle:

                     After execution of the Purchase Contract, but before
              closing on the purchase and sale of the building, Double Eagle
              raised an issue with Airways as to whether the Rooftop
                                              3
               Agreement between Airways and Unison was, in fact, a lease
               subject to the assignment of leases provision in the Purchase
               Contract. Double Eagle asserted that the Rooftop Agreement
               was, in fact, a lease and that the $135,000 Unison paid to
               Airways was prepaid rent that should be prorated under the
               Purchase Contract and paid to Double Eagle. Airways contended
               that the Rooftop Agreement was, in fact, an easement and not
               subject to the assignment of leases, and that the $135,000 was
               the purchase price paid by Unison for the easement.
Id.

        The parties were unable to resolve the dispute prior to the closing of the property. As
such,

               [a]s a condition to closing, which occurred on April 18, 2008,
               the parties agreed to escrow the disputed funds ―until such time
               as a court of competent jurisdiction shall determine what
               amount, if any, received by Seller from Unison should be paid to
               Buyer pursuant to the terms of the [Purchase] Contract.‖ On
               May 15, 2008, the escrow agent, attorney Michael Adler, filed a
               petition to interplead $135,000 in escrowed funds in the
               Chancery Court for Shelby County, naming as defendants,
               Double Eagle and Airways. Double Eagle and Airways both
               filed answers and cross-claims against each other. Both cross-
               claims sought a declaratory judgment as to the proper allocation
               and distribution of the $135,000 received by Airways from
               Unison. Double Eagle sought a construction of both the
               Purchase Contract and the Rooftop Agreement, while Airways
               maintained that the dispute should be resolved by exclusive
               reference to the Purchase Contract.

Id. at *2 (footnote omitted). Unison, however, was never made a party to the lawsuit.
Airways and Double Eagle later agreed to allow the escrow agent to deduct his attorney‘s
fees and expenses, leaving a total of $132,425.00 in escrow.

        Thereafter,
                       [o]n July 24, 2009, Double Eagle, as cross-complainant,
               filed a motion for summary judgment, memorandum of law, and
               statement of undisputed facts. On August 3, 2009, Airways
                                               4
              likewise filed a motion for summary judgment, memorandum of
              law, and statement of undisputed facts. Both parties
              subsequently filed responses to these motions for summary
              judgment and statements of undisputed facts. Throughout these
              filings, much litigation focused on whether the Rooftop
              Agreement was a lease or an easement, as the parties apparently
              agreed that a determination of this issue would be dispositive of
              the declaratory judgment action.
                      The trial court held a summary judgment hearing on
              November 20, 2009. By order of March 3, 2010, the trial court
              granted summary judgment in favor of Double Eagle in the
              amount of $124,312.50 plus attorney‘s fees and expenses. In
              doing so, the trial court construed both the Purchase Contract
              and the Rooftop Agreement. The trial court determined, inter
              alia, that: (1) Paragraph 17 of the Purchase Contract was an
              incorrect statement upon which Double Eagle should have been
              able to rely; (2) the Rooftop Agreement was, in fact, a lease and
              not an easement; and (3) because the Rooftop Agreement was a
              lease and the Purchase Contract provided for the proration of
              rents, the $135,000 in dispute must be prorated as rent and paid
              to Double Eagle.

Id.

      Airways appealed to this Court, arguing that the trial court erred in interpreting the
Rooftop Rental as a lease rather than an easement. Upon review of the record, however, this
Court determined that Unison was a necessary party to the action and remanded to add
Unison as a party. Id. at *7.

        After remand, Unison and its subsidiaries were added as parties to the case and
additional discovery was conducted with Unison. Double Eagle filed a second motion for
summary judgment on June 4, 2014. Airways responded in opposition, relying on documents
discovered during discovery with Unison that Airways contended showed that both Airways
and Unison intended to enter into an agreement to convey an easement. Further, Airways
argued that Double Eagle should not recover because it failed to exercise good faith in
researching the title of the property prior to entering into the Purchase Contract. Unison,
however, took no position as to the appropriate interpretation of the Rooftop Agreement. The
trial court entered an order reaffirming its prior ruling regarding the proper interpretation of
the Rooftop Agreement on October 28, 2013. Specifically, the trial court concluded that: (1)
                                               5
the contract unambiguously contemplated a lease between Unison and Airways; and (2)
Double Eagle had no duty to research the title of the property prior to executing the Purchase
Contract; and (3) Double Eagle is entitled to a proration of the rent due under the Rooftop
Agreement. Accordingly, the trial court awarded a judgment to Double Eagle in the amount
of $124,312.50, plus pre- and post-judgment interest. The trial court again awarded Double
Eagle its prior award of attorney‘s fees, and directed that it would consider additional
attorney‘s fees at a later proceeding. Thereafter, the trial court entered a final written order
awarding Double Eagle $124,312.50, plus pre- and post-judgment interest, $30,000.00 in
attorney‘s fees and $4,442.65 in expenses from the prior proceeding, and $30,054.70 in
attorney‘s fees and $1,259.81 in expenses in connection with the proceedings that took place
after remand from this Court.

                                             Issues Presented

        Airways appeals the trial court‘s ruling, raising four issues, which are taken, and
slightly restated, from Airways‘ brief:1

1
  The record in this case consists of over twenty volumes. The technical record alone contains nearly 1200
pages. Rule 24 of the Tennessee Rules of Appellate Procedure governs the preparation of the appellate record,
and provides, in pertinent part:

                 The following papers filed in the trial court are excluded from the record:
                 (1) subpoenas or summonses for any witness or for any defendant when
                 there is an appearance for such defendant; (2) all papers relating to
                 discovery, including depositions, interrogatories and answers thereto,
                 reports of physical or mental examinations, requests to admit, and all notices,
                 motions or orders relating thereto; (3) any list from which jurors are selected;
                 (4) trial briefs; and (5) minutes of opening and closing of court. Any paper
                 relating to discovery and offered in evidence for any purpose shall be clearly
                 identified and treated as an exhibit. No paper need be included in the
                 record more than once.

Tenn. R. App. P. 24(a) (emphasis added). Despite this admonition, the record on appeal contains several
discovery documents that are specifically excluded by Rule 24. Moreover, the record contains no less than
eight copies of the Rooftop Agreement, five copies of the Purchase Contract, and multiple copies of nearly
every other document pertinent to this appeal. While it is generally the duty of the appellant to prepare the
appellate record, we note that appellee Double Eagle filed a motion in the trial court to include many
documents in the record, which documents certainly added to the voluminous record in this case. Had the
parties adhered to the rule regarding the exclusion of discovery and duplicate filings, our record would have
been more streamlined and the interest of judicial economy would have been better served. We caution
litigants that ―while in this case we chose to proceed with our review despite the fact that the parties chose not
                                                                                                 (Continued…)

                                                        6
                (1) Whether the trial court erred in refusing to look at parol
                evidence despite contradictions and ambiguities in the Rooftop
                Agreement, ignoring the parol evidence reflecting the
                negotiation between Airways and Unison was for the purchase
                of an easement and not a lease.

                (2) Whether the trial court erred in holding that the Rooftop
                Agreement was a lease and not an easement despite language
                providing that the agreement may not be terminated by the site
                owner, language characterizing the consideration as the
                purchase price, and despite the fact that the assignment of the
                Rooftop Agreement is labeled ―Assignment of Easement.‖

                (3)Whether the trial court erred in holding that despite viewing
                the cellular tower on the roof of the property prior to entering
                into the purchase contract, Double Eagle had no duty to exercise
                due diligence in researching the terms by which it would be
                bound under the agreement with the third party cellular tower
                owner.

                (4) Whether the trial court erred in awarding attorney‘s fees to
                Double Eagle as the prevailing party should the judgment be
                overturned.

In the posture of Appellee, Double Eagle raises the additional issue:

                (1) Whether Double Eagle should be awarded its attorney‘s fees
                and costs on appeal pursuant to paragraph 15(I) of the
                Commercial Purchase and Sale Agreement dated on or about
                April 8, 2008.

                                        Standard of Review

        The trial court decided this case on a motion for summary judgment. A trial court‘s

(…continued)
to abide by the rules of this Court, we cannot say we will be so accommodating and choose to do the same in
the future.‖ Wells v. Wells, No. W2009-01600-COA-R3-CV, 2010 WL 891885, *4 (Tenn. Ct. App. March 15,
2010).
                                                    7
decision to grant a motion for summary judgment presents a question of law. Our review is
therefore de novo with no presumption of correctness afforded to the trial court‘s
determination. Bain v. Wells, 936 S.W.2d 618, 622 (Tenn. 1997). This Court must make a
fresh determination that the requirements of Tenn. R. Civ. P. 56 have been satisfied.
Abshure v. Methodist Healthcare-Memphis Hosps., 325 S.W.3d 98, 103 (Tenn. 2010).

        When a motion for summary judgment is made, the moving party has the burden of
showing that ―there is no genuine issue as to any material fact and the moving party is
entitled to judgment as a matter of law.‖ Tenn. R. Civ. P. 56.04. ―Questions of contract
interpretation are generally considered to be questions of law, and thus are especially well-
suited for resolution by summary judgment.‖ Ross Prods. Div. Abbott Labs. v. State, No.
M2006-01113-COA-R3-CV, 2007 WL 4322016, at *2–3 (Tenn. Ct. App. Dec.5, 2007)
(citing Doe v. HCA Health Servs. of Tenn., 46 S.W.3d 191, 196 (Tenn. 2001); Guiliano v.
Cleo, 995 S.W.2d 88, 95 (Tenn. 1999); Hamblen County v. City of Morristown, 656 S.W.2d
331, 335–36 (Tenn. 1983)).

        ―‗The cardinal rule for interpretation of contracts is to ascertain the intention of the
parties and to give effect to that intention, consistent with legal principles.‘‖ Maggart v.
Almany Realtors, Inc., 259 S.W.3d 700, 703–704 (Tenn. 2008) (quoting Bob Pearsall
Motors, Inc. v. Regal Chrysler-Plymouth, Inc., 521 S.W.2d 578, 580 (Tenn. 1975)). ―[O]ur
task is to ascertain the intention of the parties based upon the usual, natural, and ordinary
meaning of the contractual language.‖ Guiliano, 995 S.W.2d at 95 (citing Hamblen County,
656 S.W.2d at 333–34; Bob Pearsall Motors, Inc., 521 S.W.2d at 580). The entire contract
should be considered in determining the meaning of any or all of its parts. Maggart, 259
S.W.3d at 704 (quoting Cocke County Bd. of Highway Comm’rs v. Newport Utils. Bd., 690
S.W.2d 231, 237 (Tenn. 1985)). ―The interpretation should be one that gives reasonable
meaning to all of the provisions of the agreement, without rendering portions of it neutralized
or without effect.‖ Maggart, 259 S.W.3d at 704 (citing Davidson v. Davidson, 916 S.W.2d
918 922–23 (Tenn. Ct. App. 1995)). ―All of the contract provisions should be construed in
harmony with each other, if possible, to promote consistency and avoid repugnancy between
the various provisions of a single contract.‖ Maggart, 259 S.W.3d at 704 (citing Guiliano,
995 S.W.2d at 95).

                                           Analysis

        As an initial matter, we must first discuss the deficiencies in Airways‘ appellate brief,
as it has a significant effect on the issues decided herein. First, we note that other than some
references to deposition testimony, the argument section of Airways‘ appellate brief contains
no references to the record on appeal. Specifically, the argument section of Airways‘ brief
                                               8
omits appropriate references to many of the documents Airways uses to support its assertions
on appeal. In addition, with regard to many of the legal contentions advanced by Airways, its
brief contains no citation to relevant legal authority to support these contentions, as discussed
in detail, infra.

       Rule 27 of the Tennessee Rules of Appellate Procedure specifically provides that an
appellant‘s brief ―shall contain‖:

              An argument, which may be preceded by a summary of
              argument, setting forth:

                       A) the contentions of the appellant with respect to the
                       issues presented, and the reasons therefor, including the
                       reasons why the contentions require appellate relief, with
                       citations to the authorities and appropriate references
                       to the record (which may be quoted verbatim) relied on;
                       ....
Tenn. R. App. P. 27(a)(7) (emphasis added). Further, Rule 6 of the Rules of the Court of
Appeals of Tennessee provides:

              (a)      Written argument in regard to each issue on appeal shall
                    contain:

                       (1) A statement by the appellant of the alleged erroneous
                       action of the trial court which raises the issue and a
                       statement by the appellee of any action of the trial court
                       which is relied upon to correct the alleged error, with
                       citation to the record where the erroneous or corrective
                       action is recorded.
                       (2) A statement showing how such alleged error was
                       seasonably called to the attention of the trial judge with
                       citation to that part of the record where appellant‘s
                       challenge of the alleged error is recorded.
                       (3) A statement reciting wherein appellant was
                       prejudiced by such alleged error, with citations to the
                       record showing where the resultant prejudice is recorded.
                       (4) A statement of each determinative fact relied upon
                       with citation to the record where evidence of each
                                               9
                      such fact may be found.

               (b) 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.

R. Tenn. Ct. App. 6 (emphasis added). Accordingly, no appellant may rely on factual
assertions without indicating in its appellate brief where evidence of such facts may be
found.

        Airways‘ initial appellate brief is replete with factual references regarding documents
without any indication as to the location of those documents in the technical record. Although
Airways‘ reply brief generally corrects the error in the initial brief, a reply brief simply is not
a substitute for an initial brief to this Court. See Skinner v. Thomas, No. M2007-01583-
COA-R3-CV, 2008 WL 5204268, at *5 & n.7 (Tenn. Ct. App. Dec. 11, 2008) (involving
situation wherein appellate made appropriate references to the record on appeal only in his
reply brief; court held that while this action was in violation of the Tennessee Rules of
Appellate Procedure, such rules could be suspended in ―the interest of expediting a
decision‖) (quoting Tenn. R. Ct. App. 1).

       Our review is also hampered by the dearth of legal authority cited by Airways for
many of its issues. Airways‘ table of authorities indicates that it cites only four different legal
authorities in the entirety of its forty-two page brief. Our review of Airways‘ brief indicates
that while very few legal authorities are cited, some that are cited are not included in the table
of authorities section of Airways‘ brief, as required by Rule 27 of the Tennessee Rules of
Appellate Procedure. See Tenn. R. App. P. 27(a)(2) (requiring the appellant to include ―[a]
table of authorities, including cases (alphabetically arranged), statutes and other authorities
cited, with references to the pages in the brief where they are cited‖).

       Our courts have repeatedly held that the failure to make appropriate references to the
record on appeal or to cite to relevant legal authority to support an argument may result in a
waiver of the argument on appeal. See, e.g., Forbess v. Forbess, 370 S.W.3d 347, 355 (Tenn.
Ct. App. 2011); Chiozza v. Chiozza, 315 S.W.3d 482, 489 (Tenn. Ct. App. 2009); Lett v.
Collis Foods, Inc., 60 S.W.3d 95, 105 (Tenn. Ct. App. 2001); Bean v. Bean, 40 S.W.3d 52,
55 (Tenn. Ct. App. 2000); Rampy v. ICI Acrylics, Inc., 898 S.W.2d 196, 210 (Tenn. Ct. App.
                                                10
1994). As we recently stated: ―Judges are not like pigs, hunting for truffles buried in briefs.‖
Coleman v. Coleman, No. W2011-00585-COA-R3-CV, 2015 WL 479830, at *9 (Tenn. Ct.
App. Feb. 4, 2015) (quoting U.S. v. Dunkel, 927 F.2d 955, 956 (7th Cir. 1991)). ―It is not the
function of the appellate court to research and construct the parties‘ arguments.‖ Coleman,
2015 WL 479830, at *9 (citing Dunkel, 927 F.2d at 956). Accordingly, we keep these
limitations in mind in considering Airways‘ argument on appeal.

                                                   Mistake

        Airways first argues that the trial court erred in ―refusing to look to parol evidence
despite contradictions and ambiguities in the Rooftop . . . Agreement.‖ There are several
deficiencies with regard to this section of Airways‘ brief. First, the only legal authority cited
in this section of Airways‘ brief concerns the issue of mistake. Specifically, Airways‘ quotes
the following passage from Textron Financial Corp. v. Powell, No. M2001-02588-COA-R3-
CV, 2002 WL 31249913, at *3–*4 (Tenn. Ct. App. 2002):

                 [A]pplication of the parol evidence rule includes many
                 exceptions. . . . Once such exception to the parol evidence rule is
                 that extrinsic evidence is admissible to show fraud or mistake. . .
                 . In order to be admissible to show mistake, the mistake must be
                 shown to be clerical or mutual, or, if unilateral, to have resulted
                 from fraud or other inequitable conduct. 32A C.J.S. Evidence §
                 1234. A mutual mistake is one where both parties are operating
                 under the same misconception. Id. The contract as written,
                 therefore, is not an expression of the parties‘ actual intent. Id..

Textron, 2002 WL 31249913, at *5 (internal citations omitted).2

        Based on the above language, we can only assume that this portion of Airways‘ brief
contends that the trial court erred in failing to consider parol evidence regarding the parties‘
negotiations because there was a mistake as to the contract that was being agreed to by the
parties. First, we note that Airways apparently refuses to admit that it had any part in the
alleged mistake regarding the Rooftop Agreement, instead stating that dispute is solely
attributable to ―the unilateral mistake of Unison.‖ As cited in their brief, however, a
unilateral mistake will only be sufficient to reform a contract when it ―resulted from fraud or
other inequitable conduct.‖ Id. However, there have been no allegations in this case that
2
  No reference to the Textron Opinion is included in the Table of Authorities section of Airways‘ appellate
brief. In addition, Airways‘ quotation of this text omits internal citations, without giving any indication of the
omission.
                                                       11
Unison engaged in any fraud or other misleading conduct in drafting the Rooftop Agreement.
Thus, Airways‘ argument regarding a unilateral mistake is unavailing.

        Furthermore, even if we were to conclude that the issue of mutual mistake was fairly
raised by Airways‘ brief, we conclude that it is waived. In the very case cited by Airways on
this issue, this Court held that any argument regarding mutual mistake must comply with
Rule 9.02 of the Tennessee Rules of Civil Procedure, lest it be waived. Textron, 2002 WL
31249913, at *3–*4 (citing Tenn. R. Civ. P. 9.02). Rule 9.02 provides:

              In all averments of fraud or mistake, the circumstances
              constituting fraud or mistake shall be stated with particularity.
              Malice, intent, knowledge, and other condition of mind of a
              person may be averred generally.

A review of both Airways‘ initial answer and cross-claim, as well as its amended answer and
cross-claim, however, indicate that mutual mistake was not raised as a defense to Double
Eagle‘s assertions in the trial court. Accordingly, any argument concerning mutual mistake is
waived by Airways‘ failure to comply with Rule 9.02 or otherwise raise this argument in the
trial court. See Dick Broad. Co. v. Oak Ridge FM, Inc., 395 S.W.3d 653, 670 (Tenn. 2013)
(holding that an argument is waived if raised for the first time on appeal).

      The other legal assertions raised in this section of Airways‘ appellate brief are wholly
unsupported by citation to relevant legal authority. For example, Airways asserts:

                      It is clear that the Rooftop [Agreement] represents the
              transfer of ownership rights (right, title and interest), which then
              allowed Unison to step in and assume the rights as landlord to
              the Cingular Lease and to begin collecting monthly rent from
              Unison. Such an assignment cannot be accomplished through a
              lease. If a private owner leases a house to a tenant, he has no
              right, during the existing term of the original lease, to lease the
              same property to another tenant, and give that tenant all of his
              rights as a landlord, especially without having some written
              agreement with the original tenant to subordinate his/her lease to
              a second-in-time tenant. Once a property is rented, it is rented,
              and can only change tenancy through sub-leasing or a
              termination of the original lease by agreement between the
              owner and the tenant. Thus, the Rooftop [Agreement] is
              ambiguous - while it is titled a ―lease‖, it cannot operate as one,
                                              12
                 and the Court must look to parol evidence to determine the
                 intent between the parties to the Rooftop [Agreement].

This argument clearly invites this Court to make a legal conclusion regarding the effect, if
any, of an existing lease on a subsequent lease. However, Airways cites no legal authority to
support its contention that the Rooftop Agreement cannot constitute a lease because of the
existing lease of the property. Furthermore, Airways cites no legal authority regarding the
ambiguity exception to the parol evidence rule in this, or any other, section of its appellate
brief. Thus, Airways‘ argument that the Rooftop Agreement must be found to be ambiguous
because Airways could not lease the property to two tenants is simply unsupported by any
legal authority.3 Without citing legal authority on this issue, it is waived.

       Thus, from our review, this section of Airways‘ brief urges this Court to consider
parol evidence due to (1) mistake; and (2) ambiguity due to multiple tenants being granted
leases in the same property. Because mistake was not properly raised, it is waived.
Additionally, because Airways cites no legal authority to support its contentions with regard
to the multiple leases on the property, this argument is also waived. Accordingly, the
arguments raised in this section of Airways‘ appellate brief are without merit.

                                                Ambiguity

       Next, Airways argues that certain provisions contained in the Rooftop Agreement
render the contract ambiguous, and therefore, the trial court erred in failing to resort to parol
evidence. First, we note that Airways‘s brief contains citations to no legal authority regarding
when parol evidence may be considered in the face of an ambiguous contract. Specifically,
Airways fails to address Tennessee law that states that even where a contract is ambiguous,
parol evidence may only be considered if the ambiguity remains after applying the pertinent
rules of contract construction. Accordingly, a brief explanation of the law surrounding the
ambiguity exception to the parol evidence rule is helpful:

                      All provisions of the contract should be construed in
                 harmony with each other to promote consistency and avoid

3
 We note that the Rooftop Agreement makes it abundantly clear that other entities held legal interests in the
property at issue. For example, the Rooftop Agreement indicates that while for some purposes, Unison shall
have an exclusive lease of the property, it must comply with the obligations with any existing agreements
concerning the rooftop property, i.e., the cell tower lease held by Cingular Wireless. Indeed, it appears to be
undisputed that the Unison‘s purpose in entering into the Rooftop Agreement was to retain the rental payments
made by Cingular Wireless for the use of the rooftop property. Additionally, for many purposes, the Rooftop
Agreement indicates that Unison retains only non-exclusive rights to the property.
                                                      13
repugnancy among the various contract provisions. Teter v.
Republic Parking Systems, Inc., 181 S.W.3d 330, 342 (Tenn.
2005) . . . . The interpretation of an agreement is not dependent
on any single provision, but upon the entire body of the contract
and the legal effect of it as a whole. Aetna Cas. & Surety Co. v.
Woods, 565 S.W.2d 861, 864 (Tenn. 1978). The entire contract
must be considered in determining the meaning of any or all of
its parts. Id.
        In construing the contract, the trial court is to determine
whether the language is ambiguous. Allstate Ins. Co. [v.
Watson], 195 S.W.3d [609,] 611 [(Tenn. 2006)]; Planters Gin
Co.[v. Fed. Compress & Warehouse Co., Inc.], 78 S.W.3d
[885,] 890 [(Tenn. 2002)]. If the language in the contract is clear
and unambiguous, then the ―literal meaning controls the
outcome of the dispute.‖ Allstate Ins. Co., 195 S.W.3d at 611;
City of Cookeville, Tn. v. Cookeville Regional Med. Ctr., 126
S.W.3d 897, 903 (Tenn. 2004); Planters Gin Co., 78 S.W.3d at
890. ―A contract term is not ambiguous merely because the
parties to the contract may interpret the term in different ways.‖
Staubach [Retail Services-Southeast, LLC v. H.G. Hill], 160
S.W.3d [521,] 526 [(Tenn. 2005)].
        If, however, the language in a contract is susceptible to
more than one reasonable interpretation, the parties' intent
cannot be determined by a literal interpretation of the contract.
Allstate Ins. Co., 195 S.W.3d at 611 (citing Planters Gin Co.,
78 S.W.3d at 889–90). Contract language ―is ambiguous only
when it is of uncertain meaning and may fairly be understood in
more ways than one.‖ Allstate Ins. Co., 195 S.W.3d at 611
(quoting Farmers-Peoples Bank v. Clemmer, 519 S.W.2d 801,
805 (Tenn.1975)).
        If contractual language is found to be ambiguous, then a
court must apply established rules of construction to ascertain
the parties‘ intent. Allstate Ins. Co., 195 S.W.3d at 611–12
(citing Planters Gin Co., 78 S.W.3d at 890). ―Only if ambiguity
remains after the court applies the pertinent rules of construction
does [the legal meaning of the contract] become a question of
fact‖ appropriate for a jury. Planters Gin Co., 78 S.W.3d at 890.
In that case, a factfinder may use extrinsic or parol evidence,
such as the parties‘ course of conduct and statements, to guide
                                14
              the court in construing the contract. Allstate Ins. Co., 195
              S.W.3d at 612. If the contract is unambiguous, then the court
              should not go beyond its four corners to ascertain the parties‘
              intention. Rogers v. First Tennessee Bank National Ass’n, 738
              S.W.2d 635, 637 (Tenn. Ct. App. 1987).

Adkins v. Bluegrass Estates, Inc., 360 S.W.3d 404, 411–12 (Tenn. Ct. App. 2011) (quoting
Shuttleworth, Williams, Harper, Waring & Derrick, PLLC v. Smith, No. W2007-02295-
COA-R3-CV, 2010 WL 744375, at *2–3 (Tenn. Ct. App. March 5, 2010)).

        Here, Airways points to several provisions in the Rooftop Agreement that it contends
show that the contract was intended to convey an easement. Specifically, Airways contends
that no lease was created by the Rooftop Agreement due to the omission of a term by which
Airways could terminate the lease and the inclusion of a term permitting Unison to enter into
agreements with other parties regarding the rooftop property with durations beyond the term
of Unison‘s lease. In addition, Airways asserts ambiguity is evident by the fact that the
Rooftop Agreement referred to the consideration for the use of the property as a purchase
price rather than rent. Finally, Airways points to a separate document executed by Unison
contemporaneously with the execution of the Rooftop Agreement, which document referred
to the transaction as the conveyance of an easement rather than the grant of a lease.

        First, we note that Airways cites no law supporting its contentions that: (1) a contract
cannot constitute a lease without providing a specific term regarding termination by the
property owner; or (2) a lease cannot contain a provision that allows a tenant to enter into
contracts regarding the property that endure after the expiration of the tenant‘s contract with
the property owner. From our research, courts uniformly require that certain essential terms
must be provided for a valid lease to exist. However, courts often disagree as to which terms
are essential to a lease‘s validity. See generally 72 Am. Jur. 2d Statute of Frauds § 244
(―‗[W]hile the courts are agreed as to the general rule itself, the results of the application of
the rule are not completely harmonious,‘ sometimes due to ‗a difference of opinion as to what
are ‗the essential terms and conditions‘ of a lease agreement[.]‘‘‖). Many courts often require
the following terms be expressed: ―a definite agreement as to the extent and boundary of the
property to be leased—to a definite and agreed term, including a defining of the beginning of
the term, and to a definite and agreed rental and time and manner of its payment.‖ Id.; see
also 49 Am. Jur. 2d Landlord and Tenant § 22 (―In order to be valid and enforceable, a lease
generally must contain the following essential terms: (1) the names of the parties; (2) a
description of the demised realty; (3) a statement of the term of the lease; and (4) the rent or
other consideration.‖). Tennessee courts have likewise indicated that the term and rental
amount for a lease are essential terms. See generally Engenius Entertainment, Inc. v.
                                               15
Herenton, 971 S.W.2d 12, 18 (Tenn. Ct. App. 1997) (noting that in the absence of an
agreement regarding the rental term and consideration, no rental agreement was created
between the parties); Rode Oil Co., Inc. v. Lamar Advertising Co., No. W2007-02017-COA-
R3-CV, 2008 WL 4367300, at *7 (Tenn. Ct. App. Sept. 18, 2008) (indicating that a term
requiring the tenant to pay rent was an essential term to a lease). Our research has revealed no
cases wherein a provision to terminate the lease by the property owner was held to be an
essential term, nor where including a provision in an otherwise valid lease permitting the
tenant to bind the property owner to contracts beyond the term of the original lease
invalidated the original lease. Here, the Rooftop Agreement expressly provides that it shall
commence on the ―effective date‖ provided therein, that it shall continue for a term of thirty
years, and that the contract is made ―for and in consideration of the sum of Ten and No/100
Dollars and other good and valuable consideration.‖4 Thus, the Rooftop Agreement clearly
contains all of the essential terms required to form a lease. Respectfully, this argument,
therefore, fails.

        Moreover, we conclude that the fact that the consideration for the contract was
characterized as a purchase price does not undermine the clear language in the Rooftop
Agreement indicating that the parties were entering into a lease. First, Airways cites no law
that indicates that characterizing the consideration for an interest in property as a purchase
price automatically takes the transaction out of the realm of a lease. Our research has
revealed no caselaw wherein parties were prevented from pre-paying their rental obligations
under a lease. Instead, courts faced with similar agreements have not indicated that this
scheme is invalid. See Equitec Real Estate Investors Fund XII v. Poplar Pike, No. 02A01-
9506-CH-00127, 1996 WL 460269, at 1 (Tenn. Ct. App. Aug. 15, 1996); see also 72 Am.
Jur. 2d Statute of Frauds § 244 (indicating that an essential term is ―payment‖); 49 Am. Jur.
2d Landlord and Tenant § 22 (indicating that ―rent or other consideration‖ are essential terms
in a lease). Furthermore, courts are directed to consider contracts as a whole, rather than only
isolated parts, to determine whether an ambiguity exists. As this Court explained in Adkins v.
Bluegrass Estates, Inc.:

                       A word or expression in the contract may, standing alone,
                be capable of two meanings and yet the contract may be
                unambiguous. Thus, in determining whether or not there is such
                an ambiguity as calls for interpretation, the whole instrument
                must be considered, and not an isolated part, such as a single
                sentence or paragraph. The language in a contract must be

4
 There is no dispute that the ―other good and valuable consideration‖ constitutes a $135,000 payment to
Airways by Unison.
                                                   16
                 construed in the context of that instrument as a whole, and in the
                 circumstances of that case, and cannot be found to be ambiguous
                 in the abstract.

Adkins, 360 S.W.3d at 412–13. Here, the term ―lease‖ is used in the Rooftop Agreement
more than sixty-five times. The term ―easement‖ is simply not used in the agreement. It is a
bedrock principle of contract law that an individual who signs a contract is presumed to have
read the contract and is bound by its contents. See Giles v. Allstate Ins. Co., 871 S.W.2d 154,
157 (Tenn. Ct. App. 1993); see also Beasley v. Metro. Life Ins. Co., 190 Tenn. 227, 229
S.W.2d 146, 148 (1950). To hold otherwise would make contracts not ―‗worth the paper on
which they are written.‘‖ Beasley, 229 S.W.2d at 148 (quoting Upton v. Tribilcock, 91 U.S.
45, 50, 23 L.Ed. 203 (1875)). The representative of Airways does not dispute that he was
furnished a copy of the Rooftop Agreement, which he signed voluntarily. This contract
repeatedly refers to the agreement as governing a lease. Accordingly, we decline to hold that
the characterization of the consideration for the agreement as the purchase price in a few
provisions of the agreement voids the clear import of the contract to grant a lease to Unison.5

       Finally, Airways argues that the document entitled Assignment of Easement executed
by Unison contemporaneously to the execution of the Rooftop Agreement signifies the
parties‘ intent to convey an easement to Unison. We note, however, that the Rooftop
Agreement contains an unambiguous merger clause providing that: ―This Agreement and all
Exhibits attached hereto constitute the entire agreement and understanding of [Airways] and
Unison with respect to the subject matter of this Agreement . . . .‖ The Assignment of
Easement document was not included as an exhibit to the Rooftop Agreement. As previously
discussed, in order to determine whether an ambiguity exists, this Court may consider only
the four corners of the document. See Adkins, 360 S.W.3d at 412 (―If the contract is
unambiguous, then the court should not go beyond its four corners to ascertain the parties‘
intention.‖) (citing Rogers, 738 S.W.2d at 637 (―In order to create an ambiguity in [the

5 Airways also points to documents outside the contract that concern the purchase price, including a final
settlement sheet that lists Airways as the seller and Unison as the Buyer. Airways argues that ―if the Rooftop
[Agreement] w[as] in fact a lease, any documentation relating to the Rooftop [Agreement] would designate
Unison as the ‗tenant/lessee‘ and Airways as the ‗landlord/lessor.‘‖ In its appellate brief, Airways includes no
reference to where this document is located in the appellate record. We have reviewed the document, however,
and conclude that this designation of the parties is insufficient to contradict the clear import of the Rooftop
Agreement to grant a lease to Unison. Further, Airways offers no analysis as to why this document, which is
not specifically referenced in the Rooftop Agreement, should be considered to determine whether an ambiguity
exists. See generally McCall v. Towne Square, Inc., 503 S.W.2d 180, 183 (Tenn. 1973) (―Other writings, or
matters contained therein, which are referred to in a written contract may be regarded as incorporated by
reference as a part of the contract and therefore, may be properly considered in the construction of the
contract.‖) (emphasis added) (quoting 17 Am.Jur.2d, Contracts §§ 263–65)).
                                                      17
contract] it is necessary to go outside the four corners of the instruments. Under the
circumstances here, we cannot do so. Courts must determine and effectuate the intention of
the parties to a contract as expressed in the four corners of the contract. . . . Neither the
parties nor the courts may create an ambiguity in the contract when no such ambiguity exists
and then apply rules of construction to favor one party to the agreement.‖) (internal citations
omitted)). Thus, parol evidence may only be considered if an ambiguity exists that cannot be
resolved by resorting to the rules of construction. While it is true that additional documents
may sometimes be construed as part of a written agreement when they are part of the same
transaction, see generally 11 Williston on Contracts § 30:25 (4th ed.), Airways does not
advance this argument. Instead, in its reply brief, Airways clearly states that the Assignment
of Easement is ―parol evidence for the Court to examine due to the ambiguity of the Rooftop
[Agreement].‖ Because this Court has discerned no ambiguity in the Rooftop Agreement
based on Airways‘ appellate arguments, we simply cannot consider the Assignment of
Easement to vary the clear import of the Rooftop Assignment to create a lease.

       Based on the foregoing, we conclude that the trial court did not err in refusing to
consider parol evidence and in concluding, based on the express terms of the Rooftop
Agreement, that the contract between Unison and Airways was a lease that was subject to
proration pursuant to the Purchase Contract.

                                        Due Diligence

        Next, Airways argues that the trial court erred in failing to find that Double Eagle had
a duty to ―exercise due diligence in researching the terms by which it would be bound under
the agreement‖ prior to entering into the Purchase Contract. Again, Airways cites no law that
places a duty on a purchaser of real property to investigate title issues prior to executing a
contract for its purchase. Instead, the only law cited in this section of Airways‘ appellate brief
concerns whether Double Eagle had actual or constructive notice of the contract after
viewing the cell towers on the roof, and whether Double Eagle properly exercised its duty to
mitigate its damages. Furthermore, Airways‘ own legal expert, O. Douglas Shipman, a
seasoned real estate attorney, testified that a title search can reasonably be performed before
or after the execution of a contract. This testimony was consistent with the testimony of
Double Eagle‘s legal expert, James M. Smith, who testified that title work is typically done
after the execution of a contract. Because Airways offers no legal authority to dispute this
testimony in its appellate brief, we must conclude that Double Eagle did not act unreasonably
in delaying title research until after the execution of the Purchase Contract.

                                       Attorney’s Fees

                                               18
        We next consider both parties‘ arguments with regard to attorney‘s fees. First,
Airways argues that the trial court‘s award of attorney‘s fees to Double Eagle as the
prevailing party should be reversed ―should the judgment be overturned.‖ Because we have
affirmed the trial court‘s judgment with regard to the merits of this case, Airways‘ argument
is moot. Next, Double Eagle contends that, as the prevailing party in a suit related to the
Purchase Contract, it should be awarded attorney‘s fees incurred on appeal pursuant to the
attorney fee provision in the Purchase Agreement. We agree and remand this matter to the
trial court for the determination of Double Eagle‘s reasonable attorney‘s fees incurred on
appeal.

                                        Conclusion

        The judgment of the Shelby County Chancery Court is affirmed and this cause is
remanded to the trial court for all further proceedings as may be necessary and are consistent
with this Opinion. Costs of this appeal are taxed to appellant, Airways Commons, LLC, and
its surety.


                                                   _________________________________
                                                  J. STEVEN STAFFORD, JUDGE




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