J. Howard Johnson v. Michael R. Allison ( 2004 )

IN THE COURT OF APPEALS OF TENNESSEE
AT NASHVILLE
February 19, 2004 Session
J. HOWARD JOHNSON, ET AL. v. MICHAEL R. ALLISON, ET AL.
Appeal from the Chancery Court for Davidson County
No. 02-3101-II Carol McCoy, Chancellor
No. M2003-00428-COA-R3-CV - Filed October 7, 2004
The parties entered into an option contract for the sale and purchase of a piece of land. The
bargained-for option had a limited duration, with the buyer entitled to extend the option for
additional consideration if it exercised that right within an agreed-upon time frame. The buyer paid
for several extensions, but did not exercise the option before the final option deadline had passed.
The sellers subsequently refused to sell, and the buyer sued for breach of contract and specific
performance. The sellers filed a motion for summary judgment, which the trial court granted. We
affirm the trial court.
Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court
Affirmed
PATRICIA J. COTTRELL, J., delivered the opinion of the court, in which WILLIAM B. CAIN and FRANK
G. CLEMENT , JR., JJ., joined.
Joseph L. Lackey, Jr., Nashville, Tennessee, for the appellants, J. Howard Johnson, George W.
Holder, Jr., individually and/or As Attorney-In-Fact for Wesley Holder, III, and Robert F. Lance, all
d/b/a Gateway Development.
Kenneth L. Campbell, Nashville, Tennessee, for the appellees, Michael R. Allison and Diane A.
Allison.
OPINION
I. AN OPTION TO PURCHASE
The disputed property is a 265 acre tract of land in southwestern Davidson County. The
owners and defendants, Michael Allison and Diane Allison, had been using a portion of the tract for
their sod production business. Two hundred acres of the property was zoned AR-2 (agricultural use),
and the remainder was zoned CS (commercial/light industrial). At some point, the Allisons
(“Sellers”) decided to sell their land.
The three individual plaintiffs, J. Howard Johnson, George W. Holder Jr., and Robert F.
Lance decided to buy the Allisons’ land and to create a residential development on it. They formed
a limited liability company, Gateway LLC, (“Buyer”) to accomplish their purpose. They understood
that in order for their plans to succeed, they would have to get the zoning of the land changed.
On February 20, 2001, the Buyer and the Sellers entered into an “Agreement for Purchase
of Real Property,” (“Initial Contract”) whereby the Buyer obtained an option of limited duration to
purchase the property for $2,600,000. The contract also granted the Buyer the right to pursue re-
zoning of the property while the option was in effect and obligated the Sellers to cooperate in such
re-zoning.
The Buyer paid $3,000 to make the option available until March 14, 2001. The initial
payment, and any subsequent payments, were to be put into an escrow account and credited to the
purchase price if the sale closed. The Buyer was permitted to extend the option deadline for one
month at a time, by paying $5,000 for each such extension, but only for a limited number of months.
One section of the contract stated, “Time is of the essence of this agreement.” October 14, 2001 was
designated in the contract as the “Final Option Deadline.” An additional provision for extensions to
this deadline was included in Section 2(a) of the Initial Contract:
Notwithstanding the foregoing, if the Buyer has diligently pursued approval by the
Metropolitan Planning Commission of a final subdivision plat for the approximately
200 Acre portion of the property presently zoned AR-2 (hereinafter referred to as the
“Plat Approval”) and if the Buyer has not received the Plat Approval by October 14,
2001, then the Buyer may elect to further extend the Option Deadline until November
14, 2001; similarly, the Buyer may elect to further extend the Option Deadline for
two more monthly periods, if the Plat Approval is not received prior to the Option
Deadline as previously extended. Each of the foregoing three extensions for the Plat
Approval will be elected by depositing with the Escrow Agent, on or before the
Option Deadline then in effect, additional Option Money of $5,000 for each such
extension . . .
The practical result of this provision was to make January 14, 2002 the new de facto final
option deadline. The contract further provided that the Option was to be exercised by the Buyer
giving the Sellers notice of its intent to purchase and depositing with the escrow agent an additional
option payment of $50,000.
The process of changing the zoning proved to be more time-consuming and complicated than
the Buyer had anticipated. As a result, the Buyer asked the Sellers for an additional extension to the
option period. On December 21, 2001, the parties entered into a “First Amendment to the
Agreement for Purchase of Real Property.” (“Amended Contract”). This agreement specifically
allowed for nine (instead of three) monthly extensions to the original Option Deadline of October
14, 2001, but with the price of each monthly extension after the third extension set at $10,000 instead
of $5,000.
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Further, the option money from the additional six extensions was to be paid directly to the
Sellers instead of being placed in escrow, and would not be credited against the purchase price. An
additional provision was that if the Buyer did not exercise the option by January 3, 2002, $53,000
would be withdrawn from the escrow account, and paid directly to the Allisons. Of that sum,
$50,000 was to be credited against the purchase price.1
Despite the deadline extensions, George Holder remained concerned that the zoning change
would still not be completed before the option expired. He spoke about those concerns several times
with David Wilson, Director of Properties for the Allisons’ real estate agent.
On February 26, 2002, Mr. Wilson sent Mr. Holder a letter stating that he and Mike Allison
had met with the Metro Councilman in whose district the subject property was located. The letter
disclosed that the councilman’s schedule left insufficient time for the zoning process to be completed
prior to the expiration of the option contract.
The letter also stated that Mr. Allison would consider a further extension of the contract
under two conditions: (1) the submission of a specific plan (PUD or UDO) to the planning
commission, to Carter & Associates, and to the councilman prior to May 1, 2002, for their
comments, and (2) documentation showing evidence of sufficient funds to close the transaction upon
the zoning bill passing second reading.
The Buyer relies heavily on a second letter from David Wilson to George Holder, dated April
23, 2002. It begins, “[d]uring our recent discussions, you requested clarification regarding the term
length for a contract extension beyond July 14, 2002.” It then summarizes the earlier letter, notes that
the revised development plan has been submitted to the planning commission, and states that “[t]he
requested financial information may be provided anytime prior to May 3, 2002.” The letter also
states that “we feel it would be in everyone’s best interest to provide you with an extra month or two
beyond July to finalize and close the transaction,” and “[i]n the event that rezoning is postponed or
delayed beyond July, Mike may consider an additional contract extension.”
Below the closing and Mr. Wilson’s signature, the following sentence appears in italic type:
This letter is for information and discussion purposes only and is not intended to be
an offer to extend the contract. Any extension must be agreed upon in writing by
both the Buyer and Sellers.
The Buyer did not furnish the Sellers with the financial information by May 3, as requested
in Mr. Wilson’s letter. The zoning change passed its second reading on July 16. Earlier that same
day, however, plaintiff Howard Johnson had gone on the property to get some information for the
councilman. While he was on the property, Mike Allison asked Mr. Johnson, “you realize you no
longer have a contract?”
1
The appellants’ brief erroneously states that the $50,000 was not to be applied to the purchase price.
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The Buyer had tendered a $10,000 check to the defendants on July 12 with the intention of
extending the option period to August 14. The Sellers accepted the check at that time, but did not
cash it. By the week of July 23, the Buyer had finally gotten all the necessary financing arranged and
met with David Wilson to advise him of that fact. Mr. Wilson refused to give them a contract, and
he subsequently returned the check of July 12. On August 14, George Holder offered another
$10,000 check for the August extension, but Mr. Wilson told him it would not be accepted. The
rezoning passed its third reading on August 20, and was signed by the Mayor on August 21.
II. COURT PROCEEDINGS
Gateway Development filed a Complaint for breach of contract in the Davidson County
Chancery Court on October 17, 2002.2 The Complaint recited that the Buyer had spent in excess of
$234,000 for option payments, engineering and other expenses in an effort to get the property
rezoned, that the zoning change inured to the benefit of the Sellers, and asserted that the Buyer was
entitled to specific performance of the option contract.
The Buyer advanced two theories to support the claim: first, that the option period did not
end until some time in August of 2002; second, that even if the option expired on July 15, 2002, the
defendants should be estopped from so asserting because they had impliedly promised the plaintiffs
an extension of the option deadline until the property was rezoned. The Sellers responded with an
Answer and a Counter-Complaint, asking for a Declaratory Judgment that the option agreement was
unenforceable or had expired. They subsequently filed a Motion for Summary Judgment.
After a hearing on the Motion, the trial court granted summary judgment to the Sellers. In
its judgment of January 14, 2003, the court specifically held that the final option deadline was July
15, 2002, and that the plaintiffs did not exercise the option in the manner required by the contract
by giving notice to the defendants and depositing $50,000 with the escrow agents before that date.
This appeal followed.
III. SUMMARY JUDGMENT AND CONTRACT PRINCIPLES
Summary judgment is only appropriate where there are no genuine issues of material fact and
the moving party is entitled to judgment as a matter of law. McCarley v. West Quality Food
Services, 960 S.W.2d 585, 588 (Tenn. 1998); Byrd v. Hall, 847 S.W.2d 208, 211 (Tenn.1993); Tenn.
R. Civ. P. 56.04.
In this case, there is no dispute as to the operative facts: that is, as to the sequence of events
that occurred during the ongoing dealings between the parties. Insofar as there is a dispute as to the
date on which the option expired, that is a matter of contract interpretation, and therefore a question
2
An Agreed Order filed on January 6, 2003 replaced Gateway Development, Inc. as the sole named plaintiff
with J. Howard Johnson, George W . Holder Jr., individually and/or as attorney-in-fact for Wesley Holder III, and Robert
F. Lance, d/b/a Gateway Development, Inc.
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of law rather than a material question of fact such as would preclude summary judgment. See
Planters Gin Co. v. Federal Compress & Warehouse Co., Inc., 78 S.W.3d 885, 890 (Tenn. 2002);
Doe v. HCA Health Services of Tenn., Inc., 46 S.W.3d 191, 196 (Tenn. 2001). Our review of the
trial court’s legal conclusions is de novo, with no presumption of correctness accorded to its
judgment. Bain v. Wells, 936 S.W.2d 618, 622 (Tenn.1997).
It is well-established that “[t]he cardinal rule for interpretation of contracts is to ascertain the
intention of the parties and to give effect to that intention, consistent with legal principles.” Pearsall
Motors Inc. v. Regal Chrysler-Plymouth, Inc., 521 S.W.2d 578, 580 (Tenn. 1975); see also Planters
Gin Co., 78 S.W.3d at 889-890; Galleria Associates, L.P. v. Mogk, 34 S.W.3d 874, 876-77 (Tenn.
Ct. App. 2000).
The intention of the parties is derived from the language of the contract itself. When
interpreting contracts, the courts should give each term its usual, natural and ordinary meaning.
Planters Gin Co., 78 S.W.3d at 889-890; Evco Corp. v. Ross, 528 S.W.2d 20, 23 (Tenn.1975);
Realty Shop, Inc. v. RR Westminster Holding, Inc., 7 S.W.3d 581, 597 (Tenn. Ct. App. 1999).
The courts should avoid strained constructions which create ambiguities where none actually
exist. Planters Gin Co., 78 S.W.3d at 891; Hillsboro Plaza Enterprises v. Moon, 860 S.W.2d 45,
47-48 (Tenn. Ct. App. 1993). If the contract is unambiguous, then the court may not look beyond
its four corners to ascertain the parties’ intentions. Rogers v. First Tennessee Bank National Ass’n,
738 S.W.2d 635, 637 (Tenn. Ct. App. 1987); Bokor v. Holder, 722 S.W.2d 676, 679 (Tenn. Ct. App.
1986).
IV. ISSUES ON APPEAL
A. THE FINAL OPTION DATE
The Buyer note that both the original contract and the amended agreement contain clauses
stating that the “effective date” of each agreement would be “the date the last of Buyer and Sellers
have executed this agreement.” Since the Amended Agreement was signed by the Sellers and
delivered to the Buyer on December 26, 2001, the Buyer contends that the final option deadline
should be eight months later, or August 26, 2002.3 In the alternative, they argue that at the very least,
the contract contains an ambiguity as to the final date the option could be exercised.
The language of both contracts makes clear, however, that there is no connection between
the effective date of the contract and the final option deadline. The effective date of the Initial
Contract functions as the starting point to determine the date for the Buyer’s obligation to deposit
the option money with the Escrow Agent (“within 5 business days from the effective date of this
3
The Buyer argued in separate documents that the effective date was December 26 and also that it was
December 31. The inconsistency apparently arose from confusion about the effect they wished to attribute to the five-day
interval after signing when the first option payment became due.
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Agreement”), and to conduct a survey of the property (“within 90 days from the Effective Date”).
Under the Amended Contract, the Buyer’s obligation to deposit the option money with the Escrow
Agent is also stated to be within 5 business days from its effective date.
The contract language referring to the final option date is complex, but it is not ambiguous.
A final option date of October 14, 2001 is specified in the Initial Contract, with three possible
extensions from that date measured in one month intervals. The Amended section 2(a) of the
Contract increases the number of possible extensions as follows:
However, the Buyer can extend the Option Deadline for one month by
depositing directly with the Escrow Agent, on or before March 14, 2001, additional
Option Money of $5,000.00. If the Buyer elects the foregoing first extension of the
Option Deadline, then the Buyer may elect to further extend the Option Deadline for
six successive monthly periods by depositing with the Escrow Agent, on or before
the Option Deadline then in effect, additional Option Money of $5,000.00 for each
such extension, so that if all of the extensions are elected, the final Option Deadline
is October 14, 2001. Notwithstanding the foregoing, if the Buyer has diligently
pursued approval by the Metropolitan Planning Commission of the final subdivision
plat for the approximately 200 acre portion presently zoned AR-2 (hereinafter
referred to as the Plat Approval) and if the Buyer has not received the Plat Approval
by October 14, 2001, then the Buyer may elect to further extend the Option Deadline
until November 14, 2001: similarly, the Buyer may elect to further extend the Option
Deadline for eight more monthly periods, if the Plat Approval is not received prior
to the Option Deadline as previously extended. Each of the foregoing nine
extensions for the Plat Approval will be elected by depositing with the Escrow
Agent, on or before the Option Deadline then in effect, additional Option Money of
$5,000.00 for each such extension.
Although it refers in one sentence to “eight more monthly periods,” and in another to “the
foregoing nine extensions,” there is no ambiguity, because the nine extensions are clearly meant to
be measured from the initial final option deadline of October 14, 2001, and the eight additional
monthly periods are specified to extend from November 14, 2001, the date of the first option
extension.
To sum up, the initial contract recited a final option deadline of October 14, 2001, but
allowed for three additional extensions to bring the actual deadline date to January 14, 2002. The
amendment of December 26, 2001 added another six extensions, indicating a new final deadline date
of July 14, 2002. Since that date fell on a Sunday, the clause of the contract relating to computation
of time advances the actual deadline to the next business day, July 15, 2002. The Buyer have
attempted to find an ambiguity by linking unrelated provisions of the contract together, resulting in
what can only be characterized as a strained construction. The carefully worded clauses which refer
to the option deadlines are not at all ambiguous.
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Consequently, the Buyer’s option expired July 15, 2002. No further extension was negotiated
or agreed upon. Further, Buyer did not exercise the option prior to its expiration.
B. “TIME IS OF THE ESSENCE”
In an ordinary contract to purchase real property, the inability of a party to close on the date
recited in the contract is not considered to be a material breach of the contract. The general rule is
that time is not of the essence in a real estate sales contract, unless the contract specifies otherwise.
Hillard v. Franklin, 41 S.W.3d 106, 113 (Tenn. Ct. App. 2000); Lewis v. Muchmore, 26 S.W.3d 632,
639 (Tenn. Ct. App. 2000).
The rule is the exact opposite for option contracts. Unlike a contract of sale, an option
contract is a unilateral contract, “which acts as a continuing offer, given for consideration, to
purchase or lease property at an agreed upon price and terms, within a specified time.” (emphasis
added). BLACK’S LAW DICTIONARY (5th ed. 1979). Thus, “The rule is uniform that both at law and
in equity, time is of the essence of an option contract. The rule is necessary from the very nature of
the contract itself.” Ray v. Thomas, 232 S.W.2d 32, 34 (Tenn. 1950)(citing WILLISTON ON
CONTRACTS § 853; 17 C.J.S. Contracts § 504 at 1072). See also Allen v. National Advertising Co.,
798 S.W.2d 766, 768 (Tenn. Ct. App. 1990).
There was therefore no need for the parties to include, as they did, the phrase “time is of the
essence” in their contract, since the contract, by its nature, already included that provision.
Obviously, harsh results may sometimes follow when a party is at risk for losing all its rights by
failing to act in a timely fashion. This is especially likely in cases like the present one, where the
optionee had difficulty establishing the financial and regulatory conditions necessary to exercise the
option.
In this appeal, the Buyer has focused almost entirely on the problems it encountered in trying
to change the zoning within the time permitted by the option, a matter that ultimately proved to be
beyond its control. We note, however, that the contract did not make a change in zoning a condition
for the Buyer’s exercise of the option. The Buyer was permitted to pursue re-zoning of the property
under the contract (and was promised the Sellers’ cooperation in that endeavor), but was not required
to do so.
The Buyer argues otherwise, contending that the contract allowed the Sellers to decline to
close during the option period if the re-zoning was not accomplished. But a fair reading of the
contract shows this not to be the case. While the Buyer’s difficulties with zoning and financing were
unfortunate, there was nothing in the contract itself that would have prevented it from purchasing
the property at any time prior to the final option deadline.
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C. ESTOPPEL
The Statute of Frauds requires any contract for the sale of real property to be in writing in
order to be enforceable. Tenn. Code Ann. § 29-2-101(4). This includes contracts which grant a
party an option to purchase such property.4 Anderson v. Hacks Crossing Partners, 3 S.W.3d 482,
485 (Tenn. Ct. App. 1999); GRW Enterprises, Inc. v. Davis, 797 S.W.2d 606, 612 n.6 (Tenn. Ct.
App. 1990). It is undisputed that the parties did not enter into a written agreement to extend the
option beyond the date set out in the Amended Contract.
The Buyer seeks to avoid the operation of the Statute of Frauds by relying on the defense of
equitable estoppel. It argues that the Sellers should not be allowed to rely on the July 15, 2002
deadline for exercising the option, because of assurances made by the Sellers’ agent which led the
Buyer to believe that the deadline had been or would be extended. The elements that must be proven
to establish equitable estoppel as a defense to the exercise of a legal right are well established.
The doctrine of equitable estoppel requires evidence of the following elements with
respect to the party against whom estoppel is asserted:
(1) Conduct which amounts to a false representation or concealment of
material facts, or, at least, which is calculated to convey the impression that
the facts are otherwise than, and inconsistent with, those which the party
subsequently attempts to assert; (2) Intention, or at least expectation that
such conduct shall be acted upon by the other party; (3) Knowledge, actual
or constructive of the real facts.
Equitable estoppel also requires the following elements with respect to the party
asserting estoppel:
(1) Lack of knowledge and of the means of knowledge of the truth as to the
facts in question; (2) Reliance upon the conduct of the party estopped; and
(3) Action based thereon of such a character as to change his position
prejudicially.
Osborne v. Mountain Life Ins. Co, 130 S.W.3d 769, 774 (Tenn. 2004) (citations omitted). See also
Roach v. Renfro, 989 S.W.2d 335, 339 (Tenn. Ct. App. 1998)
It is the burden of the party seeing to invoke estoppel to prove each and every one of its
elements. Bokor, 722 S.W.2d at 680; Third National Bank v. Capitol Records, Inc., 445 S.W.2d
471, 476 (Tenn. Ct. App. 1969). We note that in this case, the Buyer does not allege concealment
or false representations of material facts. The Buyer had the same access to the facts as did the
4
Additionally, the Initial Contract itself states that “[n]o provisions of this Agreement may be amended or added
to except by agreement in writing signed by the parties or their respective successors in interest.”
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Sellers, and does not assert that the Sellers misled it as to the prospects for timely completion of the
rezoning process. The Buyer complains, rather, that the Sellers’ agent made representations that led
it to believe that the final option deadline would either be extended or waived.
While it appears that the Buyer may indeed have relied to its detriment upon certain
statements made by Mr. Wilson, it did so despite other statements made simultaneously by the agent,
which at the very least should have made it aware of the necessity for caution. The evidence also
shows that the Buyer knew that Mr. Wilson did not have the authority to bind the Sellers, and that
the Sellers would not necessarily agree to another extension of the option.
The Buyer cites as the basis for his argument an oral statement by Mr. Wilson, and the
agent’s letter of April 23, 2002. The Buyer claims that in an April 2002 meeting, Mr. Holder and
Mr. Johnson asked Mr. Wilson for an extension just in case the matter did not go through planning,
zoning and plat approval within the contract time. Mr. Wilson allegedly said, “I will not agree to
that, but you do not have to worry about this as long as the zoning is proceeding. You’re dealing
with honorable and ethical people and we will do what is right.”
Regardless of the accuracy of the above characterization, it was not reasonable for the Buyer
not to insist on a new extension before proceeding further. Mr. Wilson’s letter of April 23, 2002
states in part,
In the event that rezoning is postponed or delayed beyond July, Mike may consider
an additional contract extension, however the transaction must be closed prior to the
next scheduled seasonal planting of the sod crop (end of September to mid October
contingent upon weather conditions) regardless of the property’s zoning status.
We note that while the letter holds out the possibility of an option extension (“Mike may
consider an additional extension...”), it does not promise any such extension. Further, as we stated
above, the bottom of the letter also recites, “[t]his letter is for information and discussion purposes
only and is not intended to be an offer to extend the contract. Any extension must be agreed
upon in writing by both the Buyer and Sellers.”
The proof indicates that all parties were experienced businesspeople who were negotiating
at arms’ length. The Buyer was represented by an attorney. The equivocal representations by the
Sellers’ agent should not have led an experienced businessperson to assume that a contract deadline
could be safely ignored. Apparently, the Buyer never made an effort to obtain another extension in
writing as the letter suggested. Further, the Buyer could have protected its interest by taking action
before July 15 to comply with the contract as written by “(a) giving notice to the Sellers of the
Buyer’s intent to purchase and (b) depositing with the Escrow Agent an additional Option Payment
of $50,000.00.”
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Our courts have stated on numerous occasions that estoppel is not favored under our law.
Sturkie v. Bottoms, 310 S.W.2d 451, 453 (Tenn. 1958); Moore v. Carter, 277 S.W.2d 427, 431
(Tenn. 1954); York v. Vulcan Materials Co., 63 S.W.3d 384, 388 (Tenn. Ct. App. 2001); Grant v.
Prograis, 979 S.W.2d 594, 602 (Tenn. Ct. App. 1997); State ex rel. Sexton v. Sevier County, 948
S.W.2d 747, 750 (Tenn. Ct. App.1997). Since the application of promissory estoppel in contract
cases creates an exception to the Statute of Frauds, it should not be applied too liberally lest the
exception swallow the rule. See Shedd v. Gaylord Entertainment Co., 118 S.W.3d 695, 698 (Tenn.
Ct. App. 2003).
The Buyer relies on the case of GRW Enterprises, Inc., 797 S.W.2d 606. In that case, this
court ordered specific performance of an option contract, despite the fact that the final deadline date
recited in the written contract was December 15, 1987, and the optionee did not attempt to exercise
the option until December 22, 1987.
While the above-described fact pattern appears at first glance to present a situation similar
to the one before us, a deeper look reveals important distinctions between the two cases. The reason
for our apparent deviation from the strict application of the deadline in GRW had to do with events
that occurred at the time the parties negotiated their contract. The proof showed that from the very
beginning of their negotiations, the parties intended the option to run for ninety days after the option
was executed.
The parties drafted a contract, but delayed its execution. They then agreed to revise the
contract so its dates would coincide with the dates of a another option contract, between the plaintiff
and the Gulf Oil Company, which wished to become the ultimate owner of the property. The parties
accordingly added interlineations and initials to the unexecuted contract to reflect a change in
execution date from September 15 to September 23, 1987. However, they inadvertently neglected
to change the deadline date as well. The subsequent course of dealings between the parties (up until
the point that the defendant decided not to go through with the sale) indicated that they both
understood the correct deadline date to be December 23.
The parol evidence rule does not allow parties to use parol evidence to vary the plain terms
of a written contract. There is an exception for situations where it can be proven that the written
terms do not accurately reflect the intentions of the parties at the time of their contracting. Id. at 613;
see also Gulf Insurance Co. v. Construx, Inc., No. M1999-02803-COA-R3-CV, 2001 WL 840240at *10 (Tenn. Ct. App. Jul 26, 2001) (no Tenn. R. App. P 11 application filed).
In GRW, the proof was overwhelming that the deadline date recited in the contract did not
reflect a true meeting of the minds of the parties. They intended to create an option contract of
ninety days duration, beginning on September 23, 1987, but an oversight on both their parts
prevented the written contract from expressing this intention.
In the case before us, no drafting error was alleged, and the Buyer was aware from the very
beginning that while it was entitled to pay for monthly extensions to its option rights, the number
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of such extensions would be limited. There can be no doubt that the parties reached a meeting of
the minds on both the Initial Contract and the Amended Contract. The Buyer’s estoppel argument
is based on conduct by the Sellers or their agent that occurred months after the Amended Contract
was executed. For the reasons stated above, we have rejected that argument.
IV.
The judgment of the trial court is affirmed. We remand this case to the Chancery Court of
Davidson County for any further proceedings that may be necessary. Tax the costs on appeal to the
appellants, J. Howard Johnson, George W. Holder, Jr., individually and/or As Attorney-In-Fact for
Wesley Holder, III, and Robert F. Lance, all d/b/a Gateway Development.
____________________________________
PATRICIA J. COTTRELL, JUDGE
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