                                                                                          06/24/2019
                   IN THE COURT OF APPEALS OF TENNESSEE
                              AT KNOXVILLE
                                    April 16, 2019 Session

       SCOTT TRENT, ET AL. v. MOUNTAIN COMMERCE BANK, ET AL.

                   Appeal from the Chancery Court for Hamblen County
                       No. 2017-CV-460    Jean A. Stanley, Judge1

                             ___________________________________

                                 No. E2018-01874-COA-R3-CV
                             ___________________________________


In this action requesting declaratory relief, the appellants filed a petition seeking to
reform a deed to add an additional grantor and requesting the Trial Court declare that the
appellants hold all rights and interest to the property at issue. The Trial Court determined
that no mutual mistake existed to support reformation of the original deed and denied the
appellants’ petition. The Trial Court also declined to declare the appellants to be the only
parties holding any interest in the property. Discerning no error, we affirm.


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

D. MICHAEL SWINEY, C.J., delivered the opinion of the court, in which JOHN W.
MCCLARTY, J., joined, and THOMAS R. FRIERSON, II, J., not participating.

William E. Phillips, Rogersville, Tennessee, for the appellants, Scott Trent; Ted C. Trent,
Civis Bank; and William E. Phillips, as trustee.

Steven C. Huret, Kingsport, Tennessee, for the appellee, First Community Bank, N.A.

Edward J. Shultz, Knoxville, Tennessee, for the appellee, Mountain Commerce Bank.




1
    Sitting by Interchange
                                         OPINION

                                        Background

       This appeal involves a piece of real property located along West First North Street
in Morristown, Tennessee (“the Property”). Adren S. Greene and Pamela W. Greene
obtained ownership of the Property as tenants by the entirety by warranty deed on
December 6, 2007. On March 10, 2010, Adren S. Greene executed a quitclaim deed
transferring his ownership interest of the Property to Real Estate Holdings of East
Tennessee, L.P. (“Real Estate Holdings”). According to Adren S. Greene, he and Pamela
Green were limited partners in Real Estate Holdings with Adren S. Greene’s brother,
Shannon Greene, being a general partner.

       On January 30, 2012, the Hamblen County Chancery Court (“Trial Court”)
entered a judgment in favor of Mountain Commerce Bank (“Mountain Commerce”)
against Adren S. Greene, Pamela W. Greene, and Lochmere Development, Inc., jointly
and severally, in the amount of $300,000.00 as of January 25, 2012, in addition to any
post-judgment interest to accrue at the contract rate of 7.75 percent per anum. Mountain
Commerce recorded the judgment against Adren S. Greene and Pamela W. Greene on
October 22, 2013. In a separate action, the Washington County Circuit Court entered a
judgment on August 3, 2012, in favor of First Community Bank, N.A. (“First
Community”) against Adren S. Greene, Pamela W. Greene, and Lochmere Development
Phase IV, Inc., on two loans totaling $249,805.63, plus an award of post-judgment
interest at the contract rate of 6.5 percent per anum and reasonable attorney’s fees.2 First
Community recorded its judgment against Adren S. Greene and Pamela W. Greene on
March 28, 2013.

        On August 30, 2016, Real Estate Holdings executed a deed conveying its interest
in the Property to Scott Trent and Ted C. Trent. On March 13, 2017, Adren S. Greene
and Pamela W. Greene executed a “Quitclaim Deed of Correction,” acknowledging that
Pamela W. Greene’s name was not included as a grantor on the original quitclaim deed to
Real Estate Holdings. In this deed of correction, Adren S. Greene and Pamela W. Greene
asserted that Pamela W. Greene’s name was inadvertently omitted from the original deed
and sought to “correct[] the aforesaid error and vest [Real Estate Holdings] with all right,
title and interest of [Adren S. Greene and Pamela W. Greene] as of March 10, 2010.”
This deed was signed by both Adren S. Greene and Pamela W. Greene as grantors of the
Property.



2
  According to the appellees’ brief, First Community operates in Tennessee under the additional
name, “People’s Community Bank, a division of First Community Bank,” which is the name
included on its judgment against Adren S. Greene and Pamela W. Greene.
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        The underlying action was initiated when the petitioners, Scott Trent, Ted C.
Trent, Civis Bank, and William E. Phillips, as trustee, (collectively, “Petitioners”) filed a
petition for declaratory relief in the Trial Court on September 8, 2017, seeking a
declaration from the Trial Court that Scott Trent and Ted C. Trent are vested with “all
right, title, and interest” in the Property and that interest is subject only to a deed of trust
executed in order to secure a loan with Civis Bank. Petitioners further requested that the
Trial Court declare that neither Mountain Commerce nor First Community “have any
contingent future interest or lien upon [the Property] by virtue of the judgments” against
Adren S. Greene and Pamela W. Greene. Petitioners’ amended complaint specifically
requested the Trial Court reform the March 10, 2010 deed to reflect both Adren S.
Greene and Pamela W. Greene as grantors.

       The Trial Court conducted a trial on September 10, 2018, wherein Adren S.
Greene and Pamela W. Greene testified. During trial, Adren S. Greene and Pamela W.
Greene testified that on March 10, 2010, they had executed deeds transferring several
parcels of property to Real Estate Holdings and another entity they controlled. Both
Adren S. Greene and Pamela W. Greene testified that they intended all their interest in
the Property be transferred to Real Estate Holdings on March 10, 2010, and that they
believed they had done so at the time. Adren S. Greene acknowledged that he was aware
that foreclosure proceedings were imminent when he and his wife transferred ownership
of the properties in March 2010. Adren S. Greene further testified that there was no sales
contract for the Property at the time it was conveyed to Real Estate Holdings. Adren S.
Greene explained that all the transferred property had been conveyed to Real Estate
Holdings to satisfy a debt that he and his wife owed to Shannon Greene. According to
Adren S. Greene and Pamela W. Greene, it was years after the deed was executed before
they discovered Pamela W. Greene’s name had been omitted from the deed.

       The Trial Court entered its judgment on September 19, 2018, denying relief to
Petitioners and dismissing with prejudice the petition for declaratory judgment. In its
judgment, the Trial Court found and held as follows:

              After the receiving of documentary evidence, hearing the testimony
       of the witnesses, hearing the arguments of counsel, and after considering
       the record as a whole, the Court determined that even though it was the
       intent of Pamela W. Greene (“Mrs. Greene”) to convey all of her interest in
       two land parcels located on West First North Street in Morristown,
       Hamblen County, Tennessee (the “Property”) on March 10, 2010 to Real
       Estate Holdings of East Tennessee, LP, the Court held that it did not have
       the power under Tennessee law to add her as a grantor to the Quitclaim
       Deed dated March 10, 2010 wherein only Adren S. Greene (“Mr. Greene”)
       conveyed all of his interest in the Property to Real Estate Holdings of East
       Tennessee, LP because there was no mutual mistake of the parties.

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              ACCORDINGLY, IT IS ORDERED, ADJUDGED, AND DECREED
      as follows:

      1.     Petitioners’ prayer that this court declare that all right, title, and interest in
             and to the Property is vested in two of the petitioners, Scott Trent and Ted
             C. Trent, subject only to the line of a deed of trust beneficially held for
             another petitioner, Civis Bank, is denied.

      2.     Petitioners’ prayer that this court declare that the respondents, Mountain
             Commerce Bank and First Community Bank, neither now nor in the future
             will have a contingent interest or lien upon the Property by virtue of their
             respective judgment liens is denied.

      3.     Petitioners’ prayer for this court to reform the Quitclaim Deed dated March
             10, 2010 wherein Mr. Greene conveyed all of his interest as a tenant by the
             entirety in the Property to Real Estate Holdings of East Tennessee, LP,
             which is of record in the Hamblen County Register of Deeds’ office in
             Book 1400, Page 421, to reflect the Quitclaim Deed of Correction dated
             March 13, 2017 wherein both Mr. Greene and Mrs. Greene conveyed all of
             their interests as tenants by the entirety in the Property to Real Estate
             Holdings of East Tennessee, LP, which is of record in the Hamblen County
             Register of Deeds’ office in Book 1701, Page 397, is denied.

Petitioners timely appealed the Trial Court’s judgment to this Court.

                                        Discussion

      Although not stated exactly as such, Petitioners raise the following issue for our
review on appeal: Whether the trial court erred by ruling that the original March 10,
2010 deed could not be reformed to add Pamela W. Greene as a grantor due to mutual
mistake.

       Our review is de novo upon the record, accompanied by a presumption of
correctness of the findings of fact of the trial court, unless the preponderance of the
evidence is otherwise. Tenn. R. App. P. 13(d); Kelly v. Kelly, 445 S.W.3d 685, 692
(Tenn. 2014). A trial court’s conclusions of law are subject to a de novo review with no
presumption of correctness. Kelly v. Kelly, 445 S.W.3d at 692.

      Regarding reformation of deeds, this Court has stated:

             “Reformation is an equitable doctrine by which courts may correct a
      mistake in a writing ‘so that it fully and accurately reflects the agreement of
      the parties.’” Lane v. Spriggs, 71 S.W.3d 286, 289 (Tenn. Ct. App. 2001)
                                             -4-
      (quoting 22 Tenn. Jur. Rescission, Cancellation and Reformation § 46
      (1999)). This Court has previously explained:

             A court of chancery in Tennessee has the power to reform and
             correct errors in deeds produced by fraud or mistake. To be
             the subject of reformation, a mistake in a deed must have
             been mutual or there must have been a unilateral mistake
             coupled with fraud by the other party, such that the deed does
             not embody the actual intention of the parties.

      Wallace v. Chase, No. W1999-01987-COA-R3-CV, 2001 WL 394872, at
      *3 (Tenn. Ct. App. Apr. 17, 2001) (internal citations omitted). Indeed, we
      have described this principle as “well settled law in this state.” Bank of
      Am., Nat’l Ass’n v. Meyer, No. M2014-01123-COA-R3-CV, 2015 WL
      1275394, at *3 (Tenn. Ct. App. Mar. 17, 2015).

             Still, we have also held that reformation on the basis of mistake is
      only appropriate where the intent of both parties is clear and is the same.
      Hunt v. Twisdale, No. M2006-01870-COA-R3-CV, 2007 WL 2827051, at
      *8 (Tenn. Ct. App. Sept. 28, 2007). And, mistake must be shown by “clear,
      cogent, convincing evidence.” Lane, 71 S.W.3d 289-90 (quoting Dixon v.
      Manier, 545 S.W.2d 948, 950 (Tenn. Ct. App. 1976)); see also Sikora v.
      Vanderploeg, 212 S.W.3d 277, 287 (Tenn. Ct. App. 2006) (“Because the
      law strongly favors the validity of written instruments, a person seeking to
      reform a written contract must do more than prove a mistake by a
      preponderance of the evidence. Instead, the evidence of mistake must be
      clear and convincing.”).

Sipes v. Sipes, No. W2015-01329-COA-R3-CV, 2017 WL 417222, at *3-4 (Tenn. Ct.
App. Jan. 31, 2017).

        In the present case, both Adren S. Greene and Pamela W. Greene were owners of
the Property at issue. On March 10, 2010, Adren S. Greene executed a deed conveying
all his interest in the Property to Real Estate Holdings. Pamela W. Greene’s name was
not included in the body of the March 10, 2010 deed identifying her as a grantor, and the
deed did not contain a signature line for Pamela W. Greene. Pamela W. Greene was not a
party to the original deed executed on March 10, 2010.

       Tennessee law allows reformation of a deed when the instrument does not “reflect
the true intent of the parties (emphasis added).” Holiday Hosp. Franchising, Inc. v.
States Res., Inc., 232 S.W.3d 41, 51 (Tenn. Ct. App. 2006). The only parties to the
original deed were Adren S. Greene and Real Estate Holdings. At the time the deed was
executed, Adren S. Greene intended to transfer all of his interest in the Property to Real
                                         -5-
Estate Holdings, and Real Estate Holdings intended to receive said interest. This is
precisely what the March 10, 2010 deed accomplished. As such, there was no mutual
mistake between the grantor and grantee of the March 10, 2010 deed. Even if Pamela W.
Greene had intended to transfer her interest to Real Estate Holdings, Pamela W. Greene
was not a party to the March 10, 2010 deed and cannot be added subsequently as a
grantor based on her mistake. Because no mutual mistake existed between the parties to
the deed, reformation of the deed is not permitted.

       Additionally, Petitioners requested that the Trial Court declare that the Property
was not encumbered by the judgments obtained by Mountain Commerce or First
Community. On March 13, 2017, upon discovery that Pamela W. Greene’s name was
absent from the original quitclaim deed and that she had not conveyed her interest to Real
Estate Holdings, Adren S. Greene and Pamela W. Greene executed a “Quitclaim Deed of
Correction” asserting that her name was left off the deed as a grantor due to
“inadvertence” and seeking to convey all of Adren S. Greene and Pamela W. Greene’s
interest in the Property to Real Estate Holdings effective March 10, 2010. However,
prior to Pamela W. Greene’s execution of a deed conveying her interest to Real Estate
Holdings, Mountain Commerce and First Community each obtained separate judgments
against Adren S. Greene and Pamela W. Greene in January 2012 and August 2012
respectively. Mountain Commerce recorded its judgment with the Register of Deeds on
October 22, 2013, and First Community recorded its judgment on March 28, 2013. At
the time Mountain Commerce and First Community obtained and recorded their
judgments against Adren S. Greene and Pamela W. Greene, Pamela W. Greene had not
executed any instrument conveying her interest in the Property. Therefore, Mountain
Commerce and First Community acquired their interest in the Property prior to execution
of the March 13, 2017 quitclaim deed conveying Pamela W. Greene’s interest in the
Property to Real Estate Holdings.

                                      Conclusion

       The judgment of the Trial Court denying Petitioners’ request for reformation of
the deed and declaratory relief is hereby affirmed. This cause is remanded to the Trial
Court for collection of the costs assessed below. The costs incurred on appeal are
assessed against the appellants, Scott Trent; Ted C. Trent; Civis Bank; and William E.
Phillips, as trustee, and their surety, if any.



                                         _________________________________
                                         D. MICHAEL SWINEY
                                         CHIEF JUDGE


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