                IN THE COURT OF APPEALS OF TENNESSEE
                            AT NASHVILLE
                               February 19, 2014 Session

RONALD LAMPLEY, ET AL. V. TOWN OF CHAPEL HILL, TENNESSEE,
                          ET AL.

                 Appeal from the Circuit Court for Marshall County
                   No. 11CV157      Franklin Lee Russell, Judge



                 No. M2013-01335-COA-R3-CV - Filed April 15, 2014




A real estate developer entered an agreement with the Town of Chapel Hill to purchase
sewer and water taps in exchange for the Town’s extension of a sewer line to the developer’s
property. The developer paid the money and the Town extended the line, as agreed.
Developer later lost the property through foreclosure before development occurred. When
the property was sold to a third party, the Town transferred the sewer and water taps to the
purchasers. The developer filed a complaint alleging the Town breached the agreement by
transferring taps that belonged to the developer to the third party purchasers. The Town
denied it breached the agreement and moved for summary judgment. The trial court granted
the Town’s motion for summary judgment and the developer appealed. We affirm. The
agreement evidences the parties’ intention that the sewer and water taps were to be used in
connection with the development of the property the developer owned when the agreement
was executed. When the developer lost the property through foreclosure, the developer had
no more interest in the taps.

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

B EN H. C ANTRELL, S R. J, delivered the opinion of the Court, in which F RANK G. C LEMENT,
J R. and R ICHARD H. D INKINS, JJ., joined.

Vic L. McConnell, Joshua K. Chesser, Nashville, Tennessee, for the appellants, Ronald
Lampley and Ron Lampley Construction, Inc.

Todd Moore, Matthew J. Crigger, Franklin, Tennessee, for the appellee, Town of Chapel
Hill, Tennessee.
Anne C. Martin, Sam J. McAllester, III, Nashville, Tennessee, for the appellee, Capital Bank,
N.A.

                                        OPINION

                                     I. B ACKGROUND

       Ron Lampley Construction, Inc. (the “Company”) was a real estate development and
construction firm that operated from 1995 until sometime in 2009. Ronald Lampley was the
President of the Company. In 2004, the Company bought a parcel of undeveloped property
north of Chapel Hill known as the Stammer Farm.

       In November 2007, Mr. Lampley, on behalf of the Company, entered into an
agreement (the “Agreement”) with the Town of Chapel Hill (the “Town”) for the purchase
of water and sewer taps. The Agreement was titled “Town of Chapel Hill, Tennessee Sewer
Force Main Extension Agreement Highway 31 and Eagleville Pike Extension Project.” The
Town represented in the Agreement that it wanted to extend its sewer service north “to
existing and potential new development,” which was defined as “the Project.” Mr. Lampley
was defined as “the Developer” and represented in the Agreement that he wanted to develop
“certain property” and would “benefit from the extension of the sewer line.” The route of
the sewer line is described in Exhibit A to the Agreement. The line was to “end at a location
on the Lampley property which is located on the south side of Eagleville Pike.” Mr. Lampley
signed the Agreement in his capacity as President of Ron Lampley Construction, Inc.

        The Agreement began by stating “in consideration of the mutual promises herein, the
parties agree as follows.” Mr. Lampley agreed to purchase 50 sewer and water taps at $2,500
per tap, for a total of $250,000, which was to be paid to the Town within either 90 days of
the date of the Agreement or ten days of the time when material was on the construction site
and digging began. The Agreement stated, “The Town understands that the Developer’s
property may be sold during this time and the Developer agrees that either he or the
purchaser of this property shall pay this amount and that the satisfaction of this agreement
shall be a condition of any sale of the property.”

     The Agreement was expressly conditioned upon its approval by the Town’s Board of
Mayor and Aldermen and the subsequent construction agreement for the Project. The
Agreement stated: “If the Town discontinues the Project for any reason, including the
Town’s inability to obtain other Developer participation, any tap fees purchased under this
Agreement will be returned to the Developer.”



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      In December 2007, the Company obtained a $500,000 line of credit from GreenBank.
Mr. Lampley executed a Deed of Trust with respect to the Stammer Farm in favor of
GreenBank to secure the line of credit. Out of these proceeds Mr. Lampley transferred
$250,000 to the Town, thus satisfying the Company’s obligation under the Agreement. The
Town satisfied its obligation under the Agreement when it extended the sewer line up to the
Stammer Farm.

      Mr. Lampley subsequently filed a petition for bankruptcy under Chapter 7 in 2009.
He was granted a discharge in 2010, and shortly afterwards, Capital Bank foreclosed on the
Stammer Farm, the property securing his loan. Following the Bank’s foreclosure on Mr.
Lampley’s property, the Bank sold this property to James and Nancy Moorehead.

        As part of the sale of the property to the Mooreheads, the Town executed a document
entitled “Transfer of Rights to Water and Sewer Taps and Sewer Force Main Extension
Agreement.” This document stated that the Mooreheads “have entered into a certain
Agreement for Sale and Purchase of Real Estate with GreenBank for that property for which
the water/sewer taps were purchased by Lampley,” and that “the Town of Chapel Hill . . .
does hereby transfer all right, title and interest in and to the Agreement,1 and specifically
including the 50 water/sewer taps heretofore purchased, unto the Buyers,” the Mooreheads.

       Following the Town’s transfer of the sewer and water taps to the Mooreheads, Mr.
Lampley filed a Complaint against the Town alleging breach of contract. Mr. Lampley
asserts he is the owner of the sewer and water taps and that the Town breached the
Agreement when it transferred these same taps to the Mooreheads. In his complaint, Mr.
Lampley asserts damages of $250,000, which is the amount he paid for the taps.

       Capital Bank, as successor to GreenBank, was permitted to intervene in the case.
Both Capital Bank and the Town of Chapel Hill filed motions for summary judgment. Mr.
Lampley also moved for summary judgment. The court held a hearing in February 2013 and
granted summary judgment to the Town and the Bank. The court wrote in its Order that the
defendants “have demonstrated that the Plaintiffs’ evidence is insufficient to establish the
essential elements of breach and damages with respect to Plaintiffs’ breach of contract
claim.”

      The trial court incorporated into its written Order its earlier ruling from the bench,
which included the court’s finding that the contract was not ambiguous. The court stated:



        1
            The “Agreement” was defined as the earlier agreement between Mr. Lampley and the
Town.

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             I don’t find ambiguity in this contract. . . . [W]hen you look at it as a
       whole, I don’t think it’s ambiguous. . . .

               If I did feel there was proof of a breach, I certainly don’t think there’s
       sufficient proof of damages here at all. I don’t think you just look at what was
       originally paid, the $250,000, and say that’s got to be the damage amount or
       the minimum damage amount because the town did expend money to put it out
       there to that property. So how could $250,000 be the amount of damages? So
       I don’t believe that we have, in the record viewed today, sufficient evidence
       of either a breach or of damages flowing from what’s alleged to be a breach.2

        Mr. Lampley appeals the trial court’s grant of summary judgment to the Town and the
Bank. Mr. Lampley contends he did not get the benefit of what he paid for and he is entitled
to damages as a result. According to Mr. Lampley, the Agreement does not limit the use of
the water and sewer taps to the property that the Bank foreclosed upon and sold to the
Mooreheads (the Stammer Farm). Mr. Lampley asserts (1) he owns other parcels of real
estate in the area and that the taps could be used for this other property, and (2) before the
agreement was executed, the administrator for the Town, Mike Hatten, told Mr. Lampley he
could use the taps on any piece of property he owned.

                                        II. A NALYSIS

       A. Standard of Review

       The requirements for a grant of summary judgment are well known. Summary
judgment may be granted only “if the pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any, show that there is no genuine issue as
to any material fact and that the moving party is entitled to judgment as a matter of law.”
Tenn R. Civ. P. 56.04; Martin v. Norfolk S. Ry. Co., 271 S.W.3d 76, 83 (Tenn. 2008); Penley
v. Honda Motor Co., 31 S.W.3d 181, 183 (Tenn. 2000); Byrd v. Hall, 847 S.W.2d 208, 214-
15 (Tenn. 1993).

        When considering a summary judgment motion, the trial court must view the evidence
in the light most favorable to the non-moving party, draw all reasonable inferences in the
non-moving party’s favor, and discard all countervailing evidence. Bain v. Wells, 936
S.W.2d 618, 622 (Tenn. 1997); Byrd, 847 S.W.2d at 210-11. Accordingly, the court is not
to “weigh” the evidence when evaluating a motion for summary judgment, or substitute its

       2
       The record does not contain a transcript of the hearing on the parties’ summary judgment
motions.

                                               4
judgment for that of the trier of fact. Martin, 271 S.W.3d at 87; Byrd v. Hall, 847 S.W.2d
at 211.

       A trial court’s decision on a motion for summary judgment enjoys no presumption of
correctness on appeal. Martin, 271 S.W.3d at 84; Cumulus Broad., Inc. v. Shim, 226 S.W.3d
366, 373 (Tenn. 2007). We review the summary judgment decision as a question of law.
Blair v. West Town Mall, 130 S.W.3d 761, 763 (Tenn. 2004). Accordingly, this court must
review the record de novo and make a fresh determination of whether the requirements of
Tenn. R. Civ. P. 56 have been met. Eadie v. Complete Co., Inc., 142 S.W.3d 288, 291 (Tenn.
2004); Blair, 130 S.W.3d at 763. Those requirements are that the filings supporting the
motion show there are no genuine issues of material fact and that the moving party is entitled
to judgment as a matter of law. Tenn. R. Civ. P. 56.04; Blair, 130 S.W.3d at 764.

       The moving party has the burden of demonstrating it is entitled to judgment as a
matter of law and that there are no material facts in dispute. Martin, 271 S.W.3d at 83;
McCarley v. West Quality Food Service, 960 S.W.2d 585, 588 (Tenn. 1998). To be entitled
to summary judgment, a defendant moving party must either (1) affirmatively negate an
essential element of the non-moving party’s claim or (2) show that the nonmoving party
cannot prove an essential element of his/her/its claim. Tenn. Code Ann. § 20-16-101;
Hannan v. Alltel Publishing Co., 270 S.W.3d 1, 9 (Tenn. 2008).

       B. Breach of Contract

        The first issue in this case is whether the Town breached the Agreement when it
transferred the sewer and water taps to the Mooreheads in 2010. To establish a cause of
action for a breach of contract, Mr. Lampley and the Company must prove not only that the
Town breached the Agreement, but that Mr. Lampley and the Company suffered damages
as a result. Fed. Ins. Co. v. Winters, 354 S.W.3d 287, 291 (Tenn. 2011); ARC LifeMed, Inc.
v. AMC-Tennessee, Inc., 183 S.W.3d 1, 26 (Tenn. Ct. App. 2005).

       Before determining whether the Town breached the parties’ contract, we must
interpret the Agreement to understand the obligations of the Town. The question of contract
interpretation is a question of law. Winters, 354 S.W.3d at 291; Guiliano v. Cleo, Inc, 995
S.W.2d 88, 95 (Tenn. 1999). Therefore, the trial court’s interpretation of a contractual
document is not entitled to a presumption of correctness on appeal. Winters, 354 S.W.3d at
291; Angus v. Western Heritage Ins. Co., 48 S.W.3d 728, 730 (Tenn. Ct. App. 2000). This
court must review the document ourselves and make our own determination regarding its
meaning and legal import. Winters, 354 S.W.3d at 291; Hillsboro Plaza Enters. v. Moon,
860 S.W.2d 45, 47 (Tenn. Ct. App. 1993). Our review is governed by well-settled principles.



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        “The central tenet of contract construction is that the intent of the contracting parties
at the time of executing the agreement should govern.” Planters Gin Co. v. Fed. Compress
& Warehouse Co., Inc., 78 S.W.3d 885, 890 (Tenn. 2002). The purpose of interpreting a
written contract is to ascertain and give effect to the contracting parties’ intentions, and
where the parties have reduced their agreement to writing, their intentions are reflected in the
contract itself. Id.; Frizzell Constr. Co. v. Gatlinburg, L.L.C., 9 S.W.3d 79, 85 (Tenn. 1999).
“The intent of the parties is presumed to be that specifically expressed in the body of the
contract.” Planters Gin Co., 78 S.W.3d at 890. Therefore, the court’s role in resolving
disputes regarding the interpretation of a contract is to ascertain the intention of the parties
based upon the usual, natural, and ordinary meaning of the language used. Guiliano, 995
S.W.2d at 95; Bob Pearsall Motors, Inc. v. Regal Chrysler-Plymouth, Inc., 521 S.W.2d 578,
580 (Tenn. 1975). Where the language of the contract is clear and unambiguous, its literal
meaning controls the outcome of contract disputes. Planters Gin Co., 78 S.W.3d at 890.

       We now turn to the terms of the Agreement. At the beginning of the Agreement, the
second “WHEREAS” clause states that the Developer, Mr. Lampley, wants to develop
“certain property” and “will benefit from the extension of the sewer line.” Exhibit A to the
Agreement specifies that the sewer main would be built “north along Highway 31A . . . and
end at a location on the Lampley property.”

       Mr. Lampley agreed during his deposition that the Stammer Farm is the “certain
property” described in the Agreement and was indeed the property the parties intended to
benefit from the extension of the sewer line north. The Agreement contains no reference to
any other property Mr. Lampley or the Company owned, or to any other proposed
development by Mr. Lampley or the Company in the area that could be served by the sewer
extension.

       In exchange for Mr. Lampley’s promise to pay the Town $250,000, the Town
promised to extend the sewer line north to the Stammer Farm and to provide Mr. Lampley
with fifty sewer and water taps to hook up to the houses he intended to build as part of his
development of the Stammer Farm.3 There is no dispute that Mr. Lampley paid the Town
$250,000, as promised, and that the Town extended the sewer line north to the Stammer
Farm, as the Town promised.

      A contract is ambiguous if its meaning is uncertain and it may fairly be understood
in more than one way. Allstate v. Watson, 195 S.W.3d 609, 611 (Tenn. 2006) (citing
Farmers-Peoples Bank v. Clemmer, 519 S.W.2d 801, 805 (Tenn. 1975)). Only if a court


       3
        The record contained evidence that the Chapel Hill Planning Commission approved for
recording a preliminary plat for the development of the Stammer Farm on February 20, 2007.

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determines that a contract is ambiguous will extrinsic or parol evidence be considered in
determining the meaning of the contract. Adkins v. Bluegrass Estates, Inc., 360 S.W.3d 404,
412 (Tenn. Ct. App. 2011). Extrinsic or parol evidence includes the parties’ course of
conduct and oral statements regarding the subject matter of the agreement that are not
evidenced by the contract itself. Id.; Harry J. Whelchel Co., Inc. v. Ripley Tractor Co., Inc.,
900 S.W.2d 691, 692-93 (Tenn. Ct. App. 1995). However, “[i]f the contract is unambiguous,
then the court should not go beyond its four corners to ascertain the parties’ intention.”
Adkins, 360 S.W.3d at 412 (citing Rogers v. First Tennessee Bank National Ass’n, 738
S.W.2d 635, 637 (Tenn. Ct. App. 1987)).

       Mr. Lampley contends the Agreement is ambiguous because it does not expressly limit
the use of the sewer and water taps to the Stammer Farm or limit the time frame within which
the taps can be used, and that this ambiguity permits the introduction of parol evidence. The
parol evidence Mr. Lampley wants the court to consider is a representation by the Town’s
administrator to Mr. Lampley before the Agreement was executed that Mr. Lampley would
be able to use the sewer and water taps on any piece of property Mr. Lampley or the
Company owned.

       As our Supreme Court has instructed, “[a]mbiguity . . . does not arise in a contract
merely because the parties may differ as to interpretations of certain of its provisions. A
contract is ambiguous only when it is of uncertain meaning and may fairly be understood in
more ways than one.” Maggart v. Almany Realtors, Inc., 259 S.W.3d 700, 704 (Tenn. 2008)
(quoting Johnson v. Johnson, 37 S.W.3d 892, 896 (Tenn. 2001)). “The court will not use a
strained construction of the language to find an ambiguity where none exists.” Maggart, 259
S.W.3d at 704 (citing Farmers–Peoples Bank v. Clemmer, 519 S.W.2d 801, 805 (Tenn.
1975)).

       Interpreting the Agreement as a whole, based on the plain meaning of its terms, we
do not find the Agreement contains an ambiguity requiring the consideration of parol
evidence. The parties agree the “certain property” referenced in the Agreement was the
Stammer Farm. Mr. Lampley was involved in the drafting of the Agreement, and he could
have inserted language in the Agreement reflecting an intent to use the sewer and water taps
on property other than the Stammer Farm. In the absence of such language, however, we
conclude the Agreement unambiguously reflects the parties’ intention that the sewer and
water taps Mr. Lampley purchased were to be used in connection with the properties
developed on the Stammer Farm, and no other property. When Mr. Lampley lost the
Stammer Farm due to the Bank’s foreclosure of the property in 2010, Mr. Lampley also lost
the sewer and water taps referenced in the Agreement. We thus conclude the Town did not
breach the Agreement when it transferred the taps to the Mooreheads when they purchased
the Stammer Farm property in 2010.

                                              7
        We next turn to the issue of damages. When he was asked during his deposition what
value the sewer and water taps have, Mr. Lampley responded that they have no value unless
there is a place to use them. He clarified, “But if they’re just sitting there, they have no
value.” Mr. Lampley testified during his deposition that he did not own any undeveloped
property that could access the sewer line at issue in the Agreement. Without property to
connect to the sewer and water taps, Mr. Lampley is unable to establish a value for the taps.
Thus, Mr. Lampley is unable to establish that he has suffered damages. See BancorpSouth
Bank, Inc. v. Hatchel, 223 S.W.3d 223, 229 (Tenn. Ct. App. 2006) (court cannot make award
of damages without proof of damages in breach of contract case).

       Based upon our review of the record and application of the law to the facts of this
case, we conclude the Town did not breach the Agreement when it transferred the sewer and
water taps to the Mooreheads once Mr. Lampley lost the Stammer Farm through foreclosure.
The sewer and water taps were meant to be used in connection with the property known as
the Stammer Farm, and Mr. Lampley had no way to utilize the taps without an interest in that
property. The Town and the Bank have thus satisfied their burden of establishing there are
no genuine issues of material fact and that they are entitled to judgment as a matter of law.

                                    III. C ONCLUSION

      We affirm the trial court’s decision granting the Town’s and the Bank’s motions for
summary judgment. Costs of this appeal shall be taxed to the appellant, Ronald Lampley and
Ron Lampley Construction, Inc., for which execution shall issue if necessary.




                                                  _________________________________
                                                  BEN H. CANTRELL, SR. JUDGE




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