Interpretation of 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

Pandharipande v. FSD Corporation, No. M2020-01174-SC-R11-CV, p. 6 (Tenn. Oct. 17, 2023).

In re Hunt, No. E2022-00649-COA-R3-CV, p. 6 (Tenn. Ct. App. June 12, 2023).

Shams Properties, LLC v. All Natural Lawns and Landscapes, LLC, No. M2021-01543-COA-R3-CV, p. 6-7 (Tenn. Ct. App. April 19, 2023).

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

Pack v. Freed-Hardeman University, No. W2021-00311-COA-R3-CV, p. 4 (Tenn. Ct. App. Feb. 24, 2023).

“[T]he interpretation of a contract is a question of law which we review de novo, with no presumption of correctness for the conclusions of the trial court.” Regions Bank v. Thomas, 422 S.W.3d 550, 560 (Tenn. Ct. App. 2013) (citing State ex rel. Pope v. U.S. Fire Ins. Co., 145 S.W.3d 529, 533 (Tenn. 2004)). “[T]he determination of whether a breach has occurred is a question of fact.” Id. (citing Carolyn B. Beasley Cotton Co. v. Ralph, 59 S.W.3d 110, 115 (Tenn. Ct. App. 2000)). “[A]ppellate courts review the trial court’s factual findings de novo upon the record, accompanied by a presumption of the correctness of the findings, unless the preponderance of the evidence is otherwise.” Kelly v. Kelly, 445 S.W.3d 685, 692 (Tenn. 2014); see also Tenn. R. App. P. 13(d). “For the evidence to preponderate against a trial court’s finding of fact, it must support another finding of fact with greater convincing effect.” State ex rel. Flowers v. Tennessee Trucking Ass’n Self Ins. Grp. Tr., 209 S.W.3d 595, 599 (Tenn. Ct. App. 2006) (citations omitted).

St. Paul Community Limited Partnership v. St. Paul Community Church N/K/A Green Hills Community Church, No. M2021-01548-COA-R3-CV, p. 6 (Tenn. Ct. App. Feb. 9, 2023).

As stated by our Supreme Court,

In a non-jury case such as this one, appellate courts review the trial court’s factual findings de novo upon the record, accompanied by a presumption of the correctness of the findings, unless the preponderance of the evidence is otherwise. See Tenn. R. App. P. 13(d); Armbrister v. Armbrister, 414 S.W.3d 685, 692 (Tenn. 2013). We review the trial court’s resolution of questions of law de novo, with no presumption of correctness.

Kelly v. Kelly, 445 S.W.3d 685, 691-92 (Tenn. 2014). There are no factual findings in contention on this appeal. A court’s role in interpreting a contract is to ascertain the intention of the parties. “The intention of the parties is based on the ordinary meaning of the language contained within the four corners of the contract. The interpretation of a contract is a matter of law, which we review de novo with no presumption of correctness.” MLG Enters., LLC v. Johnson, 507 S.W.3d 183, 186 (Tenn. 2016) (quoting 84 Lumber Co. v. Smith, 356 S.W.3d 380, 383 (Tenn. 2011)); see also, e.g., Kyle v. J.A. Fulmer Trust, No. W2008-00220-COA-R3-CV, 2008 WL 5156306 at *4 (Tenn. Ct. App. Dec. 9, 2008) (“This case involves the interpretation of a lease – a question of law”).

First Bank F/D/B/A Northwest Georgia Bank v. Mountain Apartments, LLC, No. E2021-01433-COA-R3-CV, p. 3 (Tenn. Ct. App. Nov. 16, 2022).

We review the trial court’s factual findings de novo upon the record, affording them a presumption of correctness unless the evidence preponderates otherwise. See Tenn. R. App. P. 13(d); Armbrister v. Armbrister, 414 S.W.3d 685, 692 (Tenn. 2013). We review questions of law de novo, affording the trial court’s decision no presumption of correctness. Armbrister, 414 S.W.3d at 692 (citing Mills v. Fulmarque, 360 S.W.3d 362, 366 (Tenn. 2012)). The interpretation of a written agreement is a question of law and the standard of review is de novo with no presumption of correctness. Bratton v. Bratton, 136 S.W.3d 595, 601 (Tenn. 2004); Mark VII Transp. Co. v. Responsive Trucking, Inc., 339 S.W.3d 643, 647 (Tenn. Ct. App. 2009).

In re Estate of Waller, No. M2022-00183-COA-R3-CV, p. 4 (Tenn. Ct. App. Nov. 2, 2022).

Construction of a contract is a matter of law, which we review de novo. Barnes v. Barnes, 193 S.W.3d 495, 498 (Tenn. 2006).

Leedy v. Hickory Ridge, LLC, No. E2022-00035-COA-R3-CV, p. 13 (Tenn. Ct. App. Oct. 17, 2022).

The interpretation of a contract is a matter of law, which we review de novo with no presumption of correctness. Barnes v. Barnes, 193 S.W.3d 495, 498 (Tenn. 2006).

Franks v. Bilbrey, No. M2021-00766-COA-R3-CV, p. 9 (Tenn. Ct. App. Sept. 30, 2022).

We review the decision of a trial court in a bench trial de novo upon the record, according a presumption of correctness to the factual findings of the court below. Tenn. R.App. P. 13(d); Union Carbide Corp. v. Huddleston, 854 S.W.2d 87, 91 (Tenn. 1993). We will defer to the factual findings of the trial court unless the preponderance of the evidence is to the contrary. Berryhill v. Rhodes, 21 S.W.3d 188, 190 (Tenn. 2000). Factual determinations based on a trial judge’s assessment of witness credibility receive a higher degree of deference. We will not reverse a finding of the trial court based on credibility unless clear and convincing evidence shows the finding to be in error. Wells v. Tenn. Bd. of Regents, 9 S.W.3d 779, 783 (Tenn. 1999). Our review is de novo with no presumption of correctness if the trial court does not produce findings of fact. Archer v. Archer, 907 S.W.2d 412, 416 (Tenn. Ct. App. 1995). We review mixed questions of law and fact de novo with no presumption of correctness. State v. Thompson, 285 S.W.3d 840, 846 (Tenn. 2009). We likewise review pure questions of law de novo with no presumption of correctness. Bowden v. Ward, 27 S.W.3d 913, 916 (Tenn. 2000).

Madden Phillips Constr., Inc. v. GGAT Dev. Corp., 315 S.W.3d 800, 809 (Tenn. Ct. App. 2009). When contractual language is clear, courts must not look beyond the contract’s four corners in interpreting it. Kiser v. Wolfe, 353 S.W.3d 741, 748 (Tenn. 2011) (citing Whitehaven Cmty. Baptist Church v. Holloway, 973 S.W.2d 592, 596 (Tenn. 1998)). However, if a contractual provision is found to be ambiguous, the ambiguous provision will be construed against the drafter. Id. (citing Allstate Ins. Co. v. Watson, 195 S.W.3d 609, 612 (Tenn. 2006); Hanover Ins. Co. v. Haney, 221 Tenn. 148, 425 S.W.2d 590, 592 (Tenn. 1968)). “The interpretation of a contract is a matter of law, which we review de novo with no presumption of correctness.” 84 Lumber Co. v. Smith, 356 S.W.3d 380, 383 (Tenn. 2011) (citing Barnes v. Barnes, 193 S.W.3d 495, 498 (Tenn. 2006)).

Campbell v. KLIL, Inc., No. M2021-00947-COA-R3-CV, p. 3 (Tenn. Ct. App. Aug. 29, 2022).

Because this case involves the interpretation and enforcement of a written contract, the following principles are applicable:

In ‘resolving disputes concerning contract interpretation, our task is to ascertain the intention of the parties based upon the usual, natural, and ordinary meaning of the contractual language.’ Guiliano v. Cleo, Inc., 995 S.W.2d 88, 95 (Tenn. 1999). This determination of the intention of the parties is generally treated as a question of law because the words of the contract are definite and undisputed, and in deciding the legal effect of the words, there is no genuine factual issue left for a jury to decide. 5 Joseph M. Perillo, Corbin on Contracts, § 24.30 (rev. ed. 1998); Doe v. HCA Health Services of Tenn., Inc., 46 S.W.3d 191, 196 (Tenn. 2001).

A court’s initial task in construing a contract is to determine whether the language of the contract is ambiguous. Once found to be ambiguous, a court applies established rules of construction to determine the parties’ intent. ‘Only if ambiguity remains after the court applies the pertinent rules of construction does [the legal meaning of the contract] become a question of fact’ appropriate for a jury. Smith v. Seaboard Coast Line R.R. Co., 639 F.2d 1235, 1239 (5th Cir. 1981).

Planters Gin Co. v. Fed. Compress & Warehouse Co., 78 S.W.3d 885, 890 (Tenn. 2002).

Allstate Property and Casualty Insurance Company v. Sevier County Electric System, No. E2021-01085-COA-R3-CV (Tenn. Ct. App. Aug. 23, 2022).

We review issues of contractual interpretation de novo. We are guided by well-settled principles and general rules of construction. “A cardinal rule of contractual interpretation is to ascertain and give effect to the intent of the parties.” Allmand [v. Pavletic], 292 S.W.3d [618,] 630 [(Tenn. 2009)] (citing Allstate Ins. Co. v. Watson, 195 S.W.3d 609, 611 (Tenn. 2006)). We initially determine the parties’ intent by examining the plain and ordinary meaning of the written words that are “contained within the four corners of the contract.” 84 Lumber Co. v. Smith, 356 S.W.3d 380, 383 (Tenn. 2011) (citing Kiser v. Wolfe, 353 S.W.3d 741, 747 (Tenn. 2011)). The literal meaning of the contract language controls if the language is clear and unambiguous. Allmand, 292 S.W.3d at 630. However, if the terms are ambiguous in that they are “susceptible to more than one reasonable interpretation,” Watson, 195 S.W.3d at 611, we must apply other established rules of construction to aid in determining the contracting parties’ intent. The meaning of the contract becomes a question of fact only if an ambiguity remains after we have applied the appropriate rules of construction.

Tennessee Bank & Trust v. Boruff,  No. M2021-00552-COA-R3-CV (Tenn. Ct. App. Mar. 15, 2022).

“The interpretation of a contract is a matter of law that requires a de novo review on appeal.” Guiliano v. Cleo, Inc., 995 S.W.2d 88, 95 (Tenn. 1999) (citing Hamblen Cty. v. City of Morristown, 656 S.W.2d 331, 335-336 (Tenn. 1983)).

Liles v. Young,  No. M2020-01702-COA-R3-CV  (Tenn. Ct. App. Jan. 13, 2022).

The interpretation of a written agreement is a question of law and the standard of review is de novo with no presumption of correctness. Bratton v. Bratton, 136 S.W.3d 595, 601 (Tenn. 2004); Mark VII Transp. Co. v. Responsive Trucking, Inc., 339 S.W.3d 643, 647 (Tenn. Ct. App. 2009). The language in the agreement must be given its natural and ordinary meaning. Buettner v. Buettner, 183 S.W.3d 354, 359 (Tenn. Ct. App. 2005).