Commercial / Business Litigation Issues

Formation of a Contract

Except as indicated, all indented material is copied directly from the court’s opinion.

Decisions of the Tennessee Supreme Court

Decisions of the Tennessee Court of Appeals

Wilt v. Espaces Franklin, LLC, No. M2022-00978-COA-R3-CV, p. 8 (Tenn. Ct. App. Aug. 8, 2023). 

Additionally, “[q]uestions of contract formation and interpretation are questions of law.” ICG Link, Inc. v. Steen, 363 S.W.3d 533, 543 (Tenn. Ct. App. 2011) (citing Guiliano v. Cleo, Inc., 995 S.W.2d 88, 95 (Tenn. 1999); German v. Ford, 300 S.W.3d 692, 701 (Tenn. Ct. App. 2009)). Pursuant to Tennessee Rule of Appellate Procedure 13(d), “the trial court’s conclusions on these issues are not entitled to a presumption of correctness . . . on appeal.” Id. (citing Angus v. W. Heritage Ins. Co., 48 S.W.3d 728, 730 (Tenn. Ct. App. 2000)). Therefore, “we will review these contractual issues de novo and reach our own independent conclusions regarding their meaning and legal import.” Id. (citing Guiliano, 995 S.W.2d at 95; Hillsboro Plaza Enters. v. Moon, 860 S.W.2d 45, 47 (Tenn. Ct. App. 1993)).

Pharma Conference Education, Inc. v. State, No. W2021-00999-COA-R3-CV, p. 5 (Tenn. Ct. App. Mar. 13, 2023).

Whether a valid and enforceable contract has been formed between the parties is a question of law. German v. Ford, 300 S.W.3d 692, 701 (Tenn. Ct. App. 2009) (citing Murray v. Tenn. Farmers Assurance Co., No M2008-00115-COA-R3-CV, 2008 WL 3452410, at *2 (Tenn. Ct. App. Aug. 12, 2008)). Likewise, “[t]he interpretation of a contract and the ascertainment of the parties’ intentions relating to the contract are also questions of law.” Id. at 701-02 (citing Guiliano v. Cleo, Inc., 995 S.W.2d 88, 95 (Tenn. 1999); Doe v. HCA Health Servs. of Tenn., Inc., 46 S.W.3d 191, 196 (Tenn. 2001)). Accordingly, “the trial court’s decisions relating to contract formation and its interpretation of the contract are not afforded a presumption of correctness. Id. at 702; see Angus v. W. Heritage Ins. Co., 48 S.W.3d 728, 730 (Tenn. Ct. App. 2000).

Mankin Media Systems, Inc. v. Corder, No. M2021-00830-COA-R3-CV, p. 3 (Tenn. Ct. App. June 30, 2022). 

“The determination of whether a contract has been formed is a question of law.” German v. Ford, 300 S.W.3d 692, 701 (Tenn. Ct. App. 2009) (citing Murray v. Tenn. Farmers Assurance Co., No. M2008-00115-COA-R3-CV, 2008 WL 3452410, at *2 (Tenn. Ct. App. Aug. 12, 2008)). “Questions of law are reviewed de novo with no presumption of correctness.” Bowden v. Ward, 27 S.W.3d 913, 916 (Tenn. 2000).

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