                 IN THE COURT OF APPEALS OF TENNESSEE
                             AT NASHVILLE
                                   August 4, 2009 Session

CAROL J. CATALDO v. LARRY B. STANLEY, SR., Executor of the Estate
               of James Alton Julian, Deceased

                Direct Appeal from the Chancery Court for Warren County
                        No. 1947-P Jeffrey F. Stewart, Chancellor



                 No. M2008-02430-COA-R3-CV - Filed September 25, 2009


This case arises from the denial of Appellant’s claim against the Appellee Estate of James Alton
Julian. Because Appellant held and exercised a power-of-attorney, a confidential relationship
existed. The trial court determined that Appellant failed to overcome the presumption of undue
influence, that the claim was satisfied by a specific bequest in the decedent’s will, and denied
Appellant’s alternate theory of quantum meruit. Finding no error, we affirm.

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

J. STEVEN STAFFORD , J., delivered the opinion of the court, in which ALAN E. HIGHERS, P.J., W.S.,
and DAVID R. FARMER, J., joined.

Michael D. Galligan, McMinnville, TN, for the Appellant, Carol J. Cataldo.

J. Stanley Rogers, Christina Henley Duncan, Manchester, TN, for the Appellee, Larry B. Stanley,
Sr., Executor of the Estate of James Alton Julian, Deceased.

                                           OPINION

        James Alton Julian was a contractor and owned several businesses. He lived in Middle
Tennessee as a young man, but moved to Florida in the 1960s. There, he developed several
subdivisions during Orlando’s housing boom after Walt Disney World opened. Mr. Julian and his
wife Mary were married for fifty-six years, but no children were born to the marriage. Gerlinde
Preston Rogers, a resident of McMinnville and a distant cousin of Mr. Julian, testified that she
traveled to Florida on numerous occasions to visit the Julians. When Mrs. Julian became sick in
2001, Ms. Rogers traveled to Florida once a week to care for her and to assist Mr. Julian.

        On August 15, 2001, Mr. Julian executed a Last Will and Testament, in which he named his
wife as beneficiary and Ms. Rogers as an alternate beneficiary. Ms. Rogers was named as Personal
Representative of the will and the attorney-in-fact in a Durable Power of Attorney and Designation
of Health Care Surrogate.

        Mary Julian died on November 1, 2001, and was buried in Warren County, Tennessee. Mr.
Julian planned to return to Tennessee, and Ms. Rogers went to Florida to help Mr. Julian sell his
Florida assets. To that end, she set up an estate sale, which ran for three days in January 2002.
Appellant Carol Cataldo attended all three days of the sale. Ms. Cataldo’s husband had died on
October 13, 2001. Sometime during the sale, Ms. Cataldo and Mr. Julian had a conversation, in
which Ms. Cataldo testified that she offered her condolences to Mr. Julian on the loss of his wife.
Ms. Cataldo, a registered nurse, also helped Mr. Julian change a dressing on his face.1 According
to Ms. Cataldo, Mr. Julian later asked her if she would come to Tennessee to help him after a
scheduled knee surgery.

         Mr. Julian moved from Florida to Tennessee in February 2002. In anticipation of his move,
Ms. Rogers and Mr. Julian had purchased a home in McMinnville. The house needed significant
renovations. According to her testimony, Ms. Rogers supervised most of the work on the house prior
to Mr. Julian’s arrival. When Mr. Julian moved into the house, Ms. Rogers relinquished her interest
in the house to him. Thereafter, Ms. Rogers assisted Mr. Julian with his business and medical
affairs.

        When he returned to Tennessee, Mr. Julian and Ms. Cataldo maintained telephone contact.
On April 20, 2002, Ms. Cataldo stopped by McMinnville while on a cross-country trip. Ms. Cataldo
was traveling by motor home to visit her mother in Connecticut. Mr. Julian was scheduled to have
knee replacement on April 24, 2002. Ms. Rogers testified that the first time she met Ms. Cataldo
was during this visit. According to Ms. Rogers, Ms. Cataldo had parked her motor home in Mr.
Julian’s yard. Ms. Rogers testified that Ms. Cataldo informed her that she would be taking care of
Mr. Julian after the surgery. Ms. Rogers stated that Mr. Julian had not mentioned this arrangement
to her prior to her conversation with Ms. Cataldo. Ms. Rogers took Mr. Julian to Baptist Hospital
for his surgery, and stayed with him while he was there. When Mr. Julian was released from the
hospital, he was transferred to a rehabilitation center. Ms. Rogers testified that she had made
arrangements for care givers to sit with Mr. Julian; however, Ms. Cataldo parked her motor home
in the parking lot, and proceeded to sit with Mr. Julian. When Ms. Rogers told Ms. Cataldo that her
services were not needed, Ms. Cataldo allegedly told Ms. Rogers that she expected to be paid for her
services. Ms. Rogers told Ms. Cataldo to leave, but she refused.

        Ms. Cataldo took Mr. Julian for his follow-up visit to Baptist Hospital, but did not return him
to the nursing facility as planned. Ultimately, Ms. Rogers convinced Mr. Julian to return to finish
his rehabilitation, but then he was discharged at the insistence of Ms. Cataldo. Thereafter, Ms.
Cataldo slept in the same bed with Mr. Julian. Ms. Cataldo left McMinnville on June 14, 2002, but
returned to Mr. Julian’s home in the fall.


         1
           Ms. Cataldo is a registered nurse in Florida. According to the record, she does not hold a nursing license in
the State of Tennessee.

                                                          -2-
        Ms. Rogers testified that her relationship with Mr. Julian changed after Ms. Cataldo arrived
in Warren County. The locks on Mr. Julian’s house were changed, and she was not given a key. The
telephone answering machine message was changed to add Ms. Cataldo. Ms. Roger’s phone calls
to Mr. Julian were often not returned and, when she did speak with him, Ms. Rogers testified that
the conversations were strained. Ms. Rogers testified that, when Ms. Cataldo was not there, Mr.
Julian was his “old self.” The family members were concerned and, Ms. Rogers testified that they
had discussed contacting the police to have Ms. Cataldo removed. This did not happen, and the
record reveals that a sexual relationship developed between Ms. Cataldo and Mr. Julian. Ms.
Cataldo stayed with Mr. Julian on and off from 2002 until his death in 2006.

        Attorney Larry B. Stanley, Sr., the Executor of Mr. Julian’s estate, testified that he had
known Mr. Julian for over forty years, and had done legal work for both Mr. Julian and his mother.
Mr. Stanley also saw Mr. Julian socially. In May of 2002, Mr. Julian went to Mr. Stanley to change
his Last Will and Testament. Mr. Stanley testified that Mr. Julian was angry with Gerlinde Rogers,
and wanted to make a new will. Ms. Rogers testimony confirms that Mr. Julian was angry with her
because she put him in the rehabilitation facility following his knee replacement. On May 20, 2002,
Mr. Julian executed a new will, naming his nephew Mark Kell as the sole beneficiary. Mr. Kell was
Mr. Julian’s farm manager at that time; however, in May 2005, Messrs. Kell and Julian had a
disagreement and parted ways.

         The record indicates that Mr. Julian’s health began to rapidly deteriorate during 2005. He
suffered from many health problems, including congestive heart failure, diabetes and complications
therefrom, coronary artery disease, anemia, arthritis, degenerative joint disease, cataracts, renal
insufficiency, ulcer disease, mobility dysfunction, and depression. At one point during the year, he
fell and tore open his forearm. Due to complications from this accident, he subsequently had to have
the first and second knuckles of his right index finger amputated.

       On May 23, 2005, Mr. Julian executed a Durable Power of Attorney in favor of Ms. Cataldo.
On the same day, he also executed a new Last Will and Testament, which bequeathed his house, its
contents, and his vehicles to Ms. Cataldo. The will reads, in pertinent part, as follows:

               THIRD. I hereby bequeath and devise my house, all its contents, and
               all my vehicles, to Carol Cataldo.

               FOURTH. I hereby give my Executor the authority to sell the
               remaining assets of my estate at public auction. The proceeds of the
               sale shall be placed in the Alton Julian Endowed Scholarship fund at
               Middle Tennessee State University.

        Mr. Stanley testified that the value of the assets bequeathed to Ms. Cataldo was between
$400,000 and $450,000. Even before executing the Power of Attorney, the record reveals that Mr.
Julian had added Ms. Cataldo’s name to two of his bank accounts, and that she was writing checks
on these accounts. Ms. Cataldo also prepared a typed agreement, which was allegedly executed on


                                                -3-
December 11, 2005, providing that Ms. Cataldo would be retroactively paid for her services,
beginning April 20, 2002, at a rate of $30 per hour and $50 per night. The agreement also refers to
a bequest being made to Ms. Cataldo. A review of this document reveals that Mr. Julian’s purported
signature is not on the signature line, and is very shaky. When asked about this apparent anomaly,
Ms. Cataldo testified that Mr. Julian had signed the document with his left hand because of the
surgical removal of part of his right index finger. This agreement reads, in relevant part, as follows:

               In return for caring for me I agree to compensate Carol J. Cataldo....
               I understand her bequest is to be postponed until after my demise...her
               bequest shall be a priority claim from my estate as she has provided
               skilled, loving, and constant care during her stay with me....

               *                                       *                        *

               Carol J. Cataldo has agreed to accept this bequest based on $30 an
               hour and 14 hour days...at this time, weeks exceeding 40 hours,
               weekend, and holiday hours shall remain at $30 an hour as well....
               Overnight is a flat $50.00 per night.

               Carol J. Cataldo has agreed to defer receiving her bequest until after
               my demise to protect me and my assets.

       As the result of his failing health, Mr. Julian was admitted to the hospital on December 13,
2005. He was transferred to a nursing facility on December 20, 2005. Shortly thereafter, he was
returned to the hospital, where he died on January 6, 2006. Mr. Julian was eighty-four years old at
the time of his death.

        Mr. Julian’s May 23, 2005 will was admitted to probate. Following the opening of the
Estate, Ms. Roger’s testified that she was named the beneficiary of a $100,000 certificate of deposit,
and that she had the original certificate in her possession. However, she testified that, following Mr.
Julian’s death, she was unable to locate the money. Mr. Stanley testified that Mr. Julian had cashed
out the certificate of deposit, but that he could not determine what was done with the funds. After
Mr. Julian’s death, Mr. Stanley also discovered that Ms. Cataldo had converted one of Mr. Julian’s
bank accounts in the amount of $22,000 to her name. According to Mr. Stanley, this was not a joint
account, a survivorship account, or a pay on death account. As Executor, Mr. Stanley did not allow
Ms. Cataldo to take the money. Mr. Stanley further testified that, as Executor, he sold the farm and
equipment pursuant to the dictates of the will. Mr. Stanley stated that the value of the estate, not
including the specific bequests to Ms. Cataldo, was $575,000 to $580,000. Mr. Stanley testified that
Ms. Cataldo, who had taken over the day-to-day management of Mr. Julian’s farm, approached him
about not selling the farm and equipment. Mr. Stanley told her that that was contrary to Mr. Julian’s
will. When Ms. Cataldo tried to claim some of the farm equipment and a mobile home as “vehicles”
which, under the will, were to go to her, Mr. Stanley testified that he became very suspicious.



                                                 -4-
        On May 24, 2006, Ms. Cataldo filed a claim against the Appellee Estate of James Alton
Julian, seeking compensation in accordance with the December 11, 2005 agreement in the amount
of $408,870. Mr. Stanley, as Executor, excepted to the claim on June 6, 2006, asserting that Mr.
Julian’s will left Ms. Cataldo not less that $200,000, which satisfied the claim. Mr. Stanley
requested a hearing on the law and facts, which was held on July 25, 2008. On September 11, 2008,
Mr. Stanley revised his exception to the claim, to include the defenses of undue influence, and that
Mr. Julian was not competent to contract at the time of the making of the December 11, 2005
agreement between himself and Ms. Cataldo. By Order of September 30, 2008, the trial court denied
Ms. Cataldo’s claim. She appeals and raises four issues for review as stated in her brief:

                  1. Whether the trial court erred in determining that the bequest made
                  to Appellant in Mr. Julian’s will satisfied any claims she would have
                  for services rendered, when the bequest was of an indefinite or lesser
                  amount than the claim.2

                  2. Whether the trial court erred when deciding Appellant was the
                  dominant party giving rise to [a] presumption of undue influence
                  when the claim was for services rendered pursuant to a contract,
                  rather than a gift or other benefit.

                  3. Whether the trial court erred when deciding the Appellant had
                  used undue influence on Mr. Julian in Mr. Julian signing the contract.

                  4. Whether the trial court erred in denying Appellant’s claim under
                  a quantum meruit theory in the absence of an enforceable contract.

          Because this case was tried by the court sitting without a jury, we review the case de novo
upon the record with a presumption of correctness of the findings of fact by the trial court. Unless
the evidence preponderates against the findings, we must affirm, absent error of law. See Tenn. R.
App. P. 13(d). Furthermore, when the resolution of the issues in a case depends upon the truthfulness
of witnesses, the trial judge who has the opportunity to observe the witnesses and their manner and
demeanor while testifying is in a far better position than this Court to decide those issues. See
McCaleb v. Saturn Corp., 910 S.W.2d 412, 415 (Tenn.1995); Whitaker v. Whitaker, 957 S.W.2d
834, 837 (Tenn.Ct.App.1997). The weight, faith, and credit to be given to any witness' testimony
lies, in the first instance, with the trier of fact, and the credibility accorded will be given great weight
by the appellate court. See id.; see also Walton v. Young, 950 S.W.2d 956, 959 (Tenn.1997).




         2
           W e note at the outset that the Estate does not contest the bequest made to Ms. Cataldo in Mr. Julian’s will;
the issue before this Court is whether M s. Cataldo’s claim against the Estate should be paid in addition to that bequest.

                                                           -5-
                                       Doctrine of Satisfaction

        In Locke v. Davis, 526 S.W.2d 455 (Tenn. 1975), our Supreme Court described the doctrine
of satisfaction as follows:

                If the testator's intention is not evident from the language of the will
                and the surrounding circumstances, in cases where a legacy of the
                same or greater amount, and agreeing in character and time of
                payment, with an existing debt of the testator, is given to the creditor
                by a will which contains no provision indicating a different intention,
                it is presumed to be in satisfaction of the debt and not in addition to
                it. Whenever this presumption of satisfaction arises, the
                creditor-legatee is put to an election and cannot have both legacy and
                debt.

Locke v. Davis, 526 S.W.2d at 457 (citations omitted).

        Ms. Cataldo’s claim against the Estate is in the amount of $408,870. Ms. Cataldo claims that
this amount should be paid in addition to the specific bequest made to her in Mr. Julian’s last will.
The agreement between Ms. Cataldo and Mr. Julian specifically refers to the payment for nursing
services being made by bequest only upon Mr. Julian’s death. Mr. Julian’s will provides a bequest
to Ms. Cataldo of his home, its contents, and his vehicles. The record reveals that there were
differing opinions as to the exact value of the bequest. Ms. Rogers opined that the value would be
$300,000. The Executor, Mr. Stanley, testified that the value would be between $400,000 and
$450,000. There is also the additional complication in this case as to the amount claimed by Ms.
Cataldo. As the trial court correctly points out in its ruling from the bench, “[o]nly she would be
able to know and testify as to when she was there, and no one would be able to impeach those dates
and times. And she’s submitted a fairly substantial number of hours that she said she worked.” The
trial court went on to note that, during some of the time that Ms. Cataldo was staying with Mr.
Julian, he was not in need of 24-hour care, yet Ms. Cataldo’s claim charges for every day and night
that she allegedly spent in Tennessee. Even if we allow, for the sake of argument, that the agreement
was properly executed, and even if we allow that Ms. Cataldo is entitled to her full claim of
$408,870, the language of the agreement clearly indicates that Mr. Julian’s intention is to pay that
debt by bequest. As stated in Locke, “where a legacy of the same or greater amount [than] an
existing debt...is given to the creditor by will...it is presumed to be in satisfaction of the debt and not
in addition to it.” Id. at 457. From the record as a whole, and specifically the language of the
agreement, we conclude that any claim for services rendered by Ms. Cataldo was satisfied by the
bequest made to her in Mr. Julian’s will, and that Ms. Cataldo did not present evidence sufficient
to rebut the Locke presumption. Concerning the amount of the bequest, the trial court heard
evidence from both Ms. Rogers and Mr. Stanley and determined that the bequest sufficiently covered
Ms. Cataldo’s claim. The evidence does not preponderate against this finding.




                                                   -6-
                                            Undue Influence

         In his amended exception to Ms. Cataldo’s claim, Mr. Stanley asserts that Ms. Cataldo used
undue influence in the procurement of the agreement. Based upon the facts adduced at the hearing,
the trial court agreed.

         “The most common way of establishing the existence of undue influence is ‘by proving the
existence of suspicious circumstances warranting the conclusion that the [action] was not the
[decedent's] free and independent act.’” Estate of Hamilton v. Morris, 67 S.W.3d 786, 792 (Tenn.
Ct. App.2001) (quoting Mitchell v. Smith, 779 S.W.2d 384, 388 (Tenn. Ct. App.1989)). The most
frequently used “suspicious” circumstances are: “(1) a confidential relationship between the testator
and the beneficiary; (2) the testator's poor physical and mental condition; and (3) the beneficiary's
involvement in the procurement of the [document] in question.” Id. (citing Mitchell, 779 S.W.2d
at 388). However, other suspicious circumstances are also recognized: “(1) secrecy concerning the
will's existence; (2) the testator's advanced age; (3) the lack of independent advice in preparing the
will; (4) the testator's illiteracy or blindness; (5) the unjust or unnatural nature of the will's terms; (6)
the testator being in an emotionally distraught state; (7) discrepancies between the will and the
testator's expressed intentions; and (8) fraud or duress directed toward the testator.” Id. at 792-93
(citing Mitchell, 779 S.W.2d at 388).

        Although there exists no prescribed number of suspicious circumstances that must be met
in order to invalidate an action, “the doctrine of undue influence is applicable only where there is a
confidential relationship[.]” In re Estate of Brevard, 213 S .W.3d 298, 302 (Tenn. Ct. App.2006)
(citing Keasler v. Estate of Keasler, 973 S.W.2d 213, 219 (Tenn. Ct. App.1997)); see also Simmons
v. Foster, 622 S.W.2d 838, 840 (Tenn. Ct. App.1981). “Confidential relationships can assume a
variety of forms, and thus the courts have been hesitant to define precisely what a confidential
relationship is.” Kelley v. Johns, 96 S.W.3d 189, 197 (Tenn. Ct. App.2002) (citing Robinson v.
Robinson, 517 S.W.2d 202, 206 (Tenn. Ct. App.1974)). However, “[i]n general terms, it is any
relationship that gives one person the ability to exercise dominion and control over another.” Id.
(citing Givens v. Mullikin ex rel. Estate of McElwaney, 75 S.W.3d 383, 410 (Tenn. 2002)). It is
well established in Tennessee that “a confidential relationship arises as a matter of law when an
unrestricted power of attorney is granted to the dominant party.” Childress v. Currie, 74 S.W.3d 324,
328 (Tenn. 2002). The execution of a power of attorney creates a legal confidential relationship and
the holder of the power, characterized as the dominant party, serves in a fiduciary relationship to the
grantor of the power, but only to the extent of the powers granted. See Tenn. Code Ann. § 34-6-107;
Matlock v. Simpson, 902 S.W.2d 384, 385 (Tenn.1995); see also In the Matter of Conservatorship
of Groves, 109 S.W.3d 317, 351 (Tenn. Ct. App. 2003)(citing Childress, 74 S.W.3d at 329) (“a
confidential relationship arises-through a fiduciary relationship-between a principal and
attorney-in-fact to a power of attorney when the power of attorney has been exercised and the
attorney-in-fact was active in its procurement”).

       Under well-settled Tennessee law, “the existence of a confidential or fiduciary relationship,
together with a transaction by which the dominant party obtains a benefit from the other party, gives


                                                    -7-
rise to a presumption of undue influence that may be rebutted.” Matlock, 902 S.W.2d at 385.
Evidence may be introduced to rebut the presumption of undue influence. The weaker party's receipt
of independent legal advice is one way of showing fairness. Richmond v. Christian, 555 S.W.2d
105, 107-08 (Tenn. 1977). In fact, proof of independent legal advice may be required in certain
cases. Id. at 108.3 Otherwise, the court is to consider all of the evidence and apply “sound principles
and good sense” in determining whether the transaction was fair. Childress, 74 S.W.3d at 329. In
cases in which a presumption of undue influence arises from the existence of a confidential
relationship, a court may consider “a lack of suspicious circumstances as evidence to rebut an
automatic legal presumption of undue influence.” Parish v. Kemp, No. W2007-02207-COA-R3-CV,
2008 WL 5191291, *6 (Tenn. Ct. App. Dec.11, 2008) (perm. app. denied June 15, 2009). The
determination of whether the dominant party exerted undue influence is a question of fact. Waller
v. Evans, No. M2008-00312-COA-R3-CV, 2009 WL 723519, *9 (Tenn. Ct. App. March 17, 2009).

        In this case, there is no question that a confidential relationship existed between Ms. Cataldo
and Mr. Julian based upon the fact that Ms. Cataldo held an unrestricted power of attorney.
Moreover, the proof is clear that Ms. Cataldo exercised her power as Mr. Julian’s attorney-in-fact
by handling his financial, business, and healthcare matters. As noted above, “the existence of a
confidential or fiduciary relationship, together with a transaction by which the dominant party
obtains a benefit from the other party, gives rise to a presumption of undue influence that may be
rebutted.” Matlock, 902 S.W.2d at 385. The presumption of invalidity arising from a confidential
relationship extends to all dealings between persons in fiduciary and confidential relations, and
includes gifts, contracts and other transactions in which the dominant party obtains a benefit from
the other party. See, e.g., Roberts v. Chase, 166 S.W.2d 643, 651 (Tenn. Ct. App. 1942). The
question, then, is whether Ms. Cataldo presented sufficient evidence to rebut the presumption of
undue influence.

        Turning to the record, we note that the agreement at issue was allegedly executed just two
days before Mr. Julian entered the hospital due to the health problems that ultimately led to his death
less than a month later. As part of its proof, the Estate offered the deposition of Dr. Harry E. Burck,
Jr. Dr. Burck treated Mr. Julian from March 4, 2002 until his death. In addition to his own
experience with Mr. Julian, Dr. Burck also reviewed Mr. Julian’s extensive medical records in
forming his opinion. This opinion, which is contained in Dr. Burck’s July 25, 2007 letter is as
follows:


       3
           In Richm ond, the court noted:

                  Independent advice is ordinarily required where it is a reasonable requirement and
                  where the circumstances are such that it would be difficult to show the fairness of
                  the transaction without proof of independent advice, particularly, where the donor
                  is impoverished by the gift in question or the gift seems to be unnatural under the
                  circumstances of the case.

                  Richm ond, 555 S.W .2d at 108.



                                                         -8-
                       It is evident in this review that the patient in November and
               December of 2005 and early January 2006 was experiencing episodes
               of confusion and cognitive impairment. During these episodes the
               patient would not be able to make rational decisions. He was also
               taking medication, primarily pain medication, that could exacerbate
               these symptoms.

        Dr. Burck’s opinion is undisputed in the record. The fact that a contract “must result from
a meeting of the minds of the parties in mutual assent to the terms, must be based upon sufficient
consideration, free from fraud or undue influence...,” Staubach Retail Services–Southeast, L.L.C.
v. H.G. Hill Realty Co., 160 S.W.3d 521, 524 (Tenn. 2005), complicates Ms. Cataldo’s burden in
this case due to Mr. Julian’s infirmity at the time of the making of the agreement. But even if we
allow, arguendo, that Mr. Julian was of sound mind and sufficient health to actually contract, many
suspicious circumstances remain concerning the procurement of the agreement.

         It is undisputed that Ms. Cataldo, the dominant party, actually wrote the agreement. There
were no witnesses to Mr. Julian’s alleged signature on the agreement. Mr. Julian was in physical
and mental decline at the time of the making of the agreement. Perhaps most significantly, Mr.
Julian did not obtain independent advice before entering into the agreement. The record indicates
that Mr. Julian’s usual course of business was to consult with his long-time attorney Mr. Stanley, and
to have Mr. Stanley draw up any legal documents concerning his estate. Although Ms. Cataldo
testified that she tried to contact Mr. Stanley three times concerning the agreement, she stated that
her calls were unreturned. Mr. Stanley conceded that he could have missed one phone call, but that
he would certainly have responded if she had called three times. Regardless, the fact remains that
Mr. Julian did not receive independent advice on this agreement, and that fact is undisputed in the
record. From all of the circumstances surrounding the agreement between Mr. Julian and Ms.
Cataldo, we find that the trial court did not err in either its finding that a confidential relationship
existed between these parties so as to give rise to a presumption of undue influence on the part of
Ms. Cataldo, or in its finding that Ms. Cataldo failed to rebut this presumption.

                                          Quantum Meruit

       In the event that the agreement between Ms. Cataldo and Mr. Julian is determined to be
unenforceable, Ms. Cataldo asserts that she is entitled to compensation for her nursing services under
the doctrine of quantum meruit.

        It is well settled that the theories of unjust enrichment, quasi contract, contracts implied in
law, and quantum meruit are essentially the same. Paschall's, Inc. v. Dozier, 219 Tenn. 45, 407
S.W.2d 150, 154 (Tenn.1966). Unjust enrichment is a quasi-contractual theory or is a contract
implied-in-law in which a court may impose a contractual obligation where one does not exist.
Whitehaven Community Baptist Church v. Holloway, 973 S.W.2d 592, 596 (Tenn.1998) (citing
Paschall's, 407 S.W.2d at 154-55). Such contracts are not based upon the intention of the parties but
are obligations created by law and are “founded on the principle that a party receiving a benefit


                                                  -9-
desired by him, under the circumstances rendering it inequitable to retain it without making
compensation, must do so.” Paschall's, 407 S.W.2d at 154. A contractual obligation under an unjust
enrichment theory will be imposed when: (1) no contract exists between the parties or, if one exist,
it has become unenforceable or invalid; and (2) the defendant will be unjustly enriched absent a
quasi-contractual obligation. Whitehaven Community Baptist Church v. Holloway, 973 S.W.2d
592, 596 (Tenn. 1996). In Paschall's, supra, the Court stated:

               Each case must be decided according to the essential elements of
               quasi contract, to-wit: A benefit conferred upon the defendant by the
               plaintiff, appreciation by the defendant of such benefit, and
               acceptance of such benefit under such circumstances that it would be
               inequitable for him to retain the benefit without payment of the value
               thereof.

Paschall's, 407 S.W.2d at 156.
      In the instant case, the trial court made the following comments concerning Ms. Cataldo’s
quantum meruit claim:

                       Now, there was also a request that [Ms. Cataldo] be allowed
               to recover under a theory of quantum meruit. I think I’ve addressed
               some of those things to some extent by saying that [Mr. Julian] made
               a fairly substantial bequest to her, which I think would cover all of
               her needs and expenses since they are essentially the same [] amount
               [as] her claim was and what actually was provided under the will.
               And I think then it would be unjust for me to award her any additional
               sums under the facts and circumstances.

        We agree with the trial court that Ms. Cataldo was, in fact, compensated for her work with
Mr. Julian based upon the substantial bequest made to her in his will. If this Court were to allow Ms.
Cataldo to receive an additional $408,000 based upon her claim under the agreement, this finding
would result in Ms. Cataldo receiving a double payment for her services. Moreover, to rule that the
additional claim is warranted, would be to negate Mr. Julian’s stated intention to provide for the
scholarship fund established in his name at Middle Tennessee State University. Notwithstanding
the bequest to Ms. Cataldo of the house, contents, and vehicles (totaling approximately $400,000 to
$450,000), the remainder of Mr. Julian’s estate was valued at approximately $575,000. If this Court
were to allow Ms. Cataldo’s claim, it would result in her receiving most of the estate. Based upon
the language in Mr. Julian’s will, this was not his intention. From the record as a whole, we
conclude that Ms. Cataldo was well compensated for her services to Mr. Julian by the bequest she
received from his will and the doctrine of quantum meruit is not applicable in this case.

       For the foregoing reasons, we affirm the order of the trial court. Costs of this appeal are
assessed against the Appellant, Carol J. Cataldo, and her surety.



                                                -10-
       ___________________________________
       J. STEVEN STAFFORD, J.




-11-
