                    IN THE COURT OF APPEALS OF TENNESSEE
                               AT KNOXVILLE

             STEVEN C. MOHN, ET UX. v. BERNARD GRAFF, ET AL.

                 Direct Appeal from the Chancery Court for Hamblen County
                       No. 97-233 Thomas R. Frierson, II, Chancellor



                    No. E1999-01015-COA-R3-CV - Decided May 31, 2000


The plaintiffs, Steven C. Mohn and wife, Roberta A. Mohn (“the buyers”), purchased a parcel of real
property, the vast majority of which is a less-than-an-acre lot -- Lot 91 -- in Beacon Hills
Subdivision, Hamblen County. They brought this action against the Beacon Hills Homeowners’
Association, Inc. (“the Association”), seeking a declaration of the parties’ rights with respect to a
restrictive covenant affecting their property. The restrictive covenant had been amended so as to
allow Mark S. Hammer and wife, Maria H. Hammer1 (“the sellers”) to subdivide their property and
sell a portion of it to the buyers. The trial court found that the amendment permitting the subdivision
was valid and awarded the buyers damages. The Association appeals, arguing (1) that the trial court
erred in awarding damages against it when the buyers did not sue the Association for damages and
(2) that the trial court erred in finding that the president of the Association had apparent authority
to execute the amendment to the restrictive covenant. We reverse the award of damages. In all other
respects, we affirm.

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

SUSANO, J., delivered the opinion of the court, in which GODDARD , P.J., and FRANKS, J., joined.

J. Randall Shelton, Morristown, Tennessee, for the appellant, Beacon Hills Homeowners’
Association, Inc.

Clinton R. Anderson, Morristown, Tennessee, for the appellees, Steven C. Mohn and Roberta A.
Mohn.


                                             OPINION




       1
         The Hammers were third-party defendants in this lawsuit; however, the Association’s action
against them was dismissed and is not a subject of this appeal.
        Prior to the sellers’ ownership and subsequent conveyance to the buyers, the bulk of the
property at issue in this case was known as Lot 91 of the Beacon Hills Subdivision. It was owned
by Garland Cureton, who also owned approximately 23 acres outside the subdivision and
immediately adjacent to it. Barbara Drive, a road intersecting the subdivision, terminated in a cul-
de-sac that bordered Lot 91 and a portion of the adjacent 23 acres. In 1994, Cureton sought approval
from the county planning commission to divide his 23 acres into three approximately equal tracts:
Tract 1, which was improved with a residence; Tract 2; and Tract 3. The Association opposed the
division. Eventually, Cureton and the Association reached an agreement (“the Cureton Agreement”),
in which the Association consented to the division and Cureton agreed to certain conditions.
Specifically, Cureton and the Association agreed (1) that the cul-de-sac would be extended to
provide access to Tract 2 of the 23 acres; (2) that Barbara Drive would not be subject to further
extensions; and (3) that all three of Cureton’s tracts would be subject to certain restrictions, including
the following:

                Only one house may be placed on each tract of land above set out and
                these tracts may not be hereafter subdivided.

                                        *       *         *

                The tracts of the Garland Cureton Property are to contain only one
                single-family dwellings [sic] and these tracts are not to be subdivided
                any further.

The Cureton Agreement was duly recorded, and Cureton proceeded to divide his property. A
recorded plat referenced in the Cureton Agreement indicates that the newly formed Tract 1 consists
of approximately 7.9 acres and includes Lot 91 of the Beacon Hills Subdivision. In other words, the
plat indicates that Lot 91 was merged into and became a part of Tract 1.

         Cureton died and his property was devised to Burrel Kent Brown. In October, 1996, Brown
conveyed Tract 1 of the Cureton property, including Lot 91, to the sellers. In November, 1996, the
sellers entered into a contract to sell Lot 91 to the buyers for $16,000. The parties learned that in
order to receive approval from the county planning commission for the subdivision of Lot 91 from
the rest of Tract 1, additional land had to be included with Lot 91 to form a larger tract. The parties
agreed to include more land in the sale.

        After the contract was executed, Margaret Goforth, the realtor handling the transaction for
the sellers, contacted Stuart Stallings, then president of the Association, and advised him that the
sellers wished to subdivide their property and sell a portion -- Lot 91 and the small additional sliver
of land -- to the buyers. Goforth presented Stallings with a document entitled “Amendment to
Agreement and Restrictions” (“the Amendment”), which states, in pertinent part, as follows:

                The Agreement and Restrictions of record in Warranty Book 414,
                Page 353, in the Register’s Office of Hamblen County, Tennessee is
                hereby amended to provide that Tract No. 1 of the Garland Cureton

                                                    -2-
                Property...may be sub-divided so that [Lot 91]...may be sub-divided
                from and sold separately from said Tract No. 1.

Stallings signed the Amendment. At the closing, Goforth gave the buyers a copy of the Amendment
and advised them that it had been obtained so that the sellers’ property could be subdivided. The
parties proceeded with closing.

       In June, 1997, the new president of the Association, Bernard Graff, sent a letter to the buyers,
advising them that the Amendment permitting the subdivision of the sellers’ property was invalid
because the Association’s board of directors had not given Stallings authorization to sign the
Amendment. The letter further advises that Graff was considering legal action to invalidate the
buyers’ deed. Upon receipt of this letter, the buyers, who had planned to build a residence on the
property, instead commenced this action.

                                                   I.

        In this non-jury case, our review is de novo upon the record, with a presumption of
correctness as to the trial court’s factual determinations, unless the preponderance of the evidence
is otherwise. Rule 13(d), Tenn. R. App. P.; Union Carbide Corp. v. Huddleston, 854 S.W.2d 87,
91 (Tenn. 1993). The trial court’s conclusions of law, however, are accorded no such presumption.
Campbell v. Florida Steel Corp., 919 S.W.2d 26, 35 (Tenn. 1996).

                                                   II.

       The first issue on appeal is whether the trial court erred in awarding damages to the buyers
when they did not seek monetary damages from the Association.

        The buyers initiated this action against both the Association and its president, Bernard Graff.
The buyers sought the following relief from the defendants: (1) a declaration of the parties’ rights
under the Cureton agreement and the Amendment; (2) a declaration that the buyers’ deed is valid
and that they are entitled to build a residence on the property; (3) $50,000 in damages against Graff
for slander of title; (4) an injunction prohibiting Graff and the Association from slandering the title
of the buyers’ property; and (5) general relief.

        The trial court dismissed the slander of title action against Graff; however, it found that
Graff’s letter constituted a challenge by the Association to the buyers’ right of possession,
enjoyment, and use of their property. Treating the buyers’ action against the Association as an
action to quiet title, the court awarded the buyers damages of $5,618.15, for the interest payments
and refinancing charges incurred by the buyers as a result of the Association’s challenge to their title.

         The trial court relied on Montgomery v. Tapp, 321 S.W.2d 565 (Tenn. 1959), and Price &
Price Mechanical, Inc. v. Hale, C/A No. 03A01-9612-CH-00402, 1997 WL 367453 (Tenn. Ct. App.
E.S., filed July 2, 1997), in finding that the buyers should be awarded damages even though they did
not request such relief. We find that the trial court misconstrued the holdings of these decisions.

                                                  -3-
In Montgomery, the plaintiff brought an action in chancery court to remove illegal restrictions placed
upon his property. The plaintiff prayed in the alternative for damages in the event that the
restrictions could not be removed. 321 S.W.2d at 567. The Supreme Court held that once the
chancery court had acquired jurisdiction upon a recognized ground of equity, it then had jurisdiction
to award unliquidated damages. Id. We do not find that the Montgomery decision justifies an award
of damages when none are pled.

        In Price & Price Mechanical, Inc. v. Hale, the other case relied upon by the trial court, we
affirmed an award of damages to the plaintiff, although the damages had been pled “with little
specificity.” 1997 WL 367453, at *2. We further noted “[n]othing requires a plaintiff to plead all
damages with more exactness and specificity than that required by the Tennessee Rules of Civil
Procedure.” Id. (quoting Evans v. Nashville Banner Publishing Co., C/A No. 87-164-II, 1988 WL
105718, at *2 (Tenn. Ct. App. M.S., filed October 12, 1988)). Having found that the plaintiff’s
complaint gave the defendants “sufficient notice of the type of damages claimed to be suffered,” we
found that the complaint was proper. Id.

        Unlike the plaintiff in Price, who failed to plead damages with much specificity, the buyers
in the instant case did not plead damages with any specificity: in fact, they did not seek damages
against the Association at all. The buyers’ complaint did not include a demand for damages with
the “exactness and specificity...required by the Tennessee Rules of Civil Procedure.”2 See Price &
Price Mechanical, Inc., 1997 WL 367453 at *2. Consequently, the Association had no notice that
the buyers sought damages from them. See id.

       Buyers cite Lebovitz v. Porter, 252 S.W.2d 147 (Tenn. Ct. App. 1952) and Allum v.
Stockbridge, 67 Tenn. 356 (1875), in support of their argument that damages may be awarded under
a prayer for general relief. We do not find these cases to be pertinent to our decision, however,
because both Lebovitz and Allum were decided prior to the enactment of the Rules of Civil
Procedure.

       In sum, because Buyers’ complaint did not include a request for damages in accordance with
Tenn. R. Civ. P. 8.01, we find that it was error for the trial court to award such damages against the



       2
           Rule 8.01, Tenn. R. Civ. P., provides as follows:

                 A pleading which sets forth a claim for relief, whether an original
                 claim, counterclaim, cross-claim, or third-party claim, shall contain
                 (1) a short and plain statement of the claim showing that the pleader
                 is entitled to relief, and (2) a demand for judgment for the relief the
                 pleader seeks. Relief in the alternative or of several different types
                 may be demanded.

(Emphasis added).

                                                  -4-
Association.3 In so holding, we are not unmindful of the decision in Mitchell v. Mitchell, 876
S.W.2d 830 (Tenn. 1994), in which the Supreme Court upheld an award of prejudgment interest on
the balance owed by the plaintiff’s former husband under the parties’ property settlement agreement
under a prayer for general relief. The Court reasoned that prejudgment interest need not be specially
pled where “the amount of the obligation is certain, or can be ascertained by a proper accounting,
and the obligation is not disputed on reasonable grounds.” Id. at 832. We do not find the reasoning
of Mitchell to be applicable in the instant case.

                                                 III.

       Next, the Association argues that the trial court erred in determining that Stallings had
apparent authority to execute the Amendment on behalf of the Association.

        The scope and extent of an agent’s authority are questions of fact that must be determined
from all of the facts and circumstances of the particular case. Southland Express, Inc. v. Scrap
Metal Buyers of Tampa, Inc., 895 S.W.2d 335, 340 (Tenn. Ct. App. 1994). The burden of proving
that an agency relationship exists rests on the party asserting it. Sloan v. Hall, 673 S.W.2d 548, 551
(Tenn. Ct. App. 1984).

        We find that the Amendment was validly executed because the evidence preponderates that
Stallings had actual authority to sign the document. The bylaws of the Association provide, in
pertinent part, as follows:

               The President shall preside at all meetings of the Board of Directors
               and shall see that their orders and resolutions are carried out. He
               shall sign all notes, checks, leases, mortgages, deeds, and all other
               written instruments.

(Emphasis added). We find that the bylaws conferred4 upon Stallings the authority to sign
documents on behalf of the Association. See Pearson v. Garrett Financial Services, Inc., 849
S.W.2d 776, 780 (Tenn. Ct. App. 1992). There is nothing in the bylaws conditioning the president’s
authority to “sign all notes, checks, leases, mortgages, deeds, and all other written instruments” on
the prior action of any individual or group of individuals. We also note that it was a prior president
of the Association who executed the Cureton Agreement, the one amended by the document under
discussion.



       3
        We do not find, nor do the parties contend, that the issue of damages against the Association
was tried by express or implied consent at trial. See Tenn. R. Civ. P. 15.02.
       4
         After this controversy developed, the bylaws were amended to provide that “[n]o officer is
to sign ANY legal liability paper which would make the Association liable without first having the
written approval of the board of directors to do so.”

                                                 -5-
         Because we find that Stallings had the authority to execute the Amendment, we therefore
affirm the portion of the trial court’s judgment that is based upon the court’s determination that the
Amendment is valid. We can affirm a judgment if the result is correct even though we disagree with
the trial court’s reasoning. Murvin v. Cofer, 968 S.W.2d 304, 311 (Tenn. Ct. App. 1997).

                                                 IV.

       The judgment of the trial court awarding the buyers damages is reversed. In all other
respects, the judgment is affirmed. Costs on appeal are taxed equally to the appellant and appellees.
This case is remanded to the trial court for enforcement of the judgment and collection of costs
assessed below, all pursuant to applicable law.




                                                 -6-
