### IN THE COURT OF APPEALS OF TENNESSEE AT KNOXVILLE Februar y 13, 2 003 Session ANNE STRICKLAND v. DANIEL R. CARTWRIGHT, ET AL 

### .

Appeal from the Chancery Court for Blount County No. 00-222 Telford E. Forgety, Jr., Chancellor

FILED APRIL 10, 2003

No. E2002-02176-COA-R3-CV

Anne Strickland (“Plaintiff”) approached Daniel Car twright (“Defendant”) a

bout the possi ble purchas e of Defe

ndant’s r estaura nt. Unabl e to come

up with the full purchase price of $1.5 million, Plaintiff made an initial payment of $170,000 and began leasing the restaurant with monthly re ntal pay ments of $7,000. No written agreement ever wa s finalized between the parties. Plaintiff vacated the premises after six months allegedly due to the poor condition of the building and the amount of repairs that were needed. Plaintiff filed suit seeking a return of the $170,000, claiming this money
was intended by the par

ties to be a down payment on the purc hase of the restaurant, an event which
never occurr ed. Defendant claimed the parties had ag reed to a nonrefundable initial pay ment of $250,000 to allow Pl a intiff the privilege of being able to wa lk in and take over a fully staffed and operational re sta urant. Since Plaint iff paid o nly

$170,000 t

oward the initial $ 250,000 pa yme nt, Defendant

filed a counterclaim for the remaining $80,000. A fter a trial, the Trial Cour t aw arded Plaintiff a judgme nt in the a mount of $1 38,000. B oth partie s appeal . We affir m.

Tenn. R. App.P. 3 Appe al as of Right ; Judgme nt of the Chancery

Court Affir

med; C ase Rem

anded.

D. M ICHAEL S WINEY , J., delivered the opinion of the court, in which H OUSTON M. G ODDARD , P.J., and C HARLES D. S USANO , J R ., J., joined.

L. Lee Kull and

Irma G. Freestate, Mary

ville, Tennessee, for the Appellants Daniel R. Cartwrig ht and Lorraine S. Cartwrig

ht.

Brian T. Mansfield, Sevierville, Tennessee, for the Appellee Anne Strickland.1 Plain tiff sued Daniel Cartw right and his wife, Lo rraine S . Cartw right. Because mo st, i f not all , of the rel evant discussions and event s inv olved only Daniel Cart wright , any refer ence in this Op inion to “De fenda nt” will refer only to Da niel Ca rtwright un less othe rwise no ted.
-2- OPINION Background

This lawsuit involves a restaurant in Townsend, Tennessee, and is a classic textbook example of what can happen when agr eements are not put into writing. Plaintiff filed this lawsu it in December of 2000, claiming she entered into discussions earlier that same y ear with Defendant 1 regarding le as in g, “w it h a po ss ib le op ti on of pu rc ha si ng ,” a r es ta ur an t o wn ed by Defe ndant. Plaintiff claims to have r

elied upo n Defen dant’s r eprese ntations r egard ing the c onditi on of

fixt ures and equipmen t, as well as the general phy sical condition of the restaurant. According to Plaintiff, she paid Defendant $170,000 in April of 2000, as a down payme nttoward th

e purcha se of the

restaur ant. This payment wasmade in reliance on the above represe ntations as well as Defendant’s commitment to repair certain specific problem ar eas in the restaurant. Plaintiff claims she also paid an additional $14,000 as a

“lease hold depo sit” on the

propert y a nd then be gan pa

yin g monthly

rent in the amount of $7,000. Plaintiff admits the parties did not enter into a writtenagreement of any kind. Plaintiff maintains Defendant failed o r refusedto honor his commitment to repair certain areas of the restaur ant, and that she discovered other sig nifican t and mate

rial def ects with the premises after she began leasing the restaurant. As a resu lt, Plaintif f termina ted the le ase eff

ective A ugust 30 and pa id the mon thly rent up throug h that date. In the complaint, Plaintiff sought a r eturn of both t h e $170,000 and the $1 4,000. Pla intiff al so claime d Defen dant ref used to allow her to re

trieve c ertain equipment

from the restaurant and $10,000 in inventory . Plaintiff asserted several causes of action agains tDefe ndant, i ncluding failure of consideration, lack of c onsummation of a contract, and “money had and r eceive d.” Alter

natively , Plaintiff

allege d breach of contr

act.

D efendant

filed an answer admitting he entered into discussions with P laintif f regarding the lease of the restaurant and its possible purchase. D efendant admitted receiving $170,000, but denied it was a down pay ment on the purchase of the restaurant. Def en d ant also admitted receiving the $ 14,000, which he c laims was pay ment for t he first and last mo nths of re

nt. Defendan t denied failing to honor any promises or commitments with regard to repairing the restaurant and genera

lly denied owing

Plaintiff any money

. Defendant

filed a c ounterc laim a ssertin g he and Plaintiff had agreed to an initial payment of $250,000 a s a nonrefundable pay ment for t he privilege to Pla

intiff of obtaining the use of a highly pr

ofitable, well-established, and staffed restaura nt. According to Defendan t, Plaintif f
never paid the r

emaining $80,000 of

the $250, 000. Def

endant de nied eve r being obligat ed to sell the restaur

ant to Plaintiff, but admitted Plaintiff did have a

right of first refusal if h

e did dec ide to sell. Finally , Defen dant cla imed that d

ue to Plain

tif f’s m ismanagement of the restaurant, seve ral excellent employ ees res igned a

nd the re stauran

t lost its l ong-time customer base. I n the2 Init iall y, Pla int iff

was to pay $170,000 of the $250,000, an d her busi ness par tner wa s to pay the remaining $80,000. Her bus ines s par tner did not pay t he re maini ng $80, 000.

-3- counter claim, Defendant sought as damage s the additional $80,000, and an unspecified amount for “losses sustained as a result of ... [Plaintiff’s] mismanagement and abandonment of the premises.”

After a trial, the Trial Court entered a Judgment for Plaintiff. I n its Judgment, the Trial Court stated:

Upon consider

ation of th

e testimon

y of the part ies and w itnesses, all of the evidence presented, the argument of counsel and the rec ord as a whole, the Court does find that the Plaintiff is entitled to have and
recover a Judgmen

t [in the amount of $138 ,000] for a porti on o f money previously paid to the Def endants for a Lease with Option in connection with the real property .... (emphasis added).

The issues on appeal ce nter exclusive ly aro und the initial payment of $250,000. More sp ec if ic al ly, the is sues involve whether Plaintiff is entitled to recoup some or all of the $170,000,
or whether she owes Defendant the rema ining $80 ,000. While

the Judgme

nt does not

speak dir ectly to the portion of Defendant’s counterclaim surrounding the alleged mismanagement by Plaintiff and resulting loss of employees and c ustomer base, no issue is raised on a ppeal to this pa rt of the counter claim. Plaintiff

was not awarded any

damages for improvements she alleg edly made to the restaur ant, for the promises Defendant alleg edly di d not fulfill with regard to the condition and repairs to the restaurant, or for inventory she claims she was un able to r etrieve . These c laims, likewise, are not at

issue on appeal. Accordingly , we limit our review and discussion of the record as it pertains to the initial payment of $250,000, of whic h Plaintiff paid $170,000.

At trial, Plaintiff testified she wanted to purchase a restaurant. A wedding

chapel in which Plaintiff had an owner ship inter est was lo cated ne

xt door to De

fendant ’s resta

urant. Plaintiff ap proached

Defend ant about

the resta urant and was told t

he purch ase pric e was $1. 5 mi llion

. Plaintiff explained she “didn’t have $1.5 million,” but informed Defend ant she di d have pr operty locatedin Florida which was for sale. In response, Defendant said he would acce pt $250,000 toward the purchase and Plaintiff could pay rent of $7,000 per month i n the me antime. Plaintiff testified the $170,000 was toward the purchase of the restaurant and the $7,000 mon

thly rent pay ment would be effective for up to five ye ars. 2 According to Plaintiff, she could have purchased the restaurant at any time d uring the n ext five yea rs and the parties had agreed the $250,000 would be c redited toward the purchase price. Plaintiff claimed she never intended to buy Defend ant’s “business” because in her opinion, it was minimal. Rather, she intended to buy the building a nd the real estate and

“crea te my own business.”

Plaintiff testified Defend ant pres ented he r with a “Rough Draft” of a lea se, which she claimedwas unac ceptabl e becau se it did not set forth Defendant’s obligation to repai r certa in aspec ts of the building. Plaintiff told Defe nda nt she would have her attorney either review and make-4-

changes to the lease or draft a new one. Plaintiff’s attorney dr afted a lease which set

forth Plaintiff’s understanding of the terms. That document, which never was finalized or signed by the par ties, indicatedPlaintiff had an option to purchase and acknowledge d a down payment of $170,000 towa rd the purchase price.

On cross-examination, Plaintiff admitted to testifying at he r deposition that

a total of $250,000 was to be

paid for the first five y ears and then she

would hav e the opti on to purchase the buil ding. She furth

er stated in her deposition that if she did not purchase the building after five ye ars, she could receive another five-y ear lease if she paid a second $250,000

. Plaintiff acknowledged

writing at the bottom of her check to Defendant for $170,000 the following notation: “Restaurant, Cartwright lease/option purchase.”

On redire ct examina

tion, Plain

tiff testi fied tha

t if Defendant had done what he had agreed to do by way of repa irs, and i f she had leased the property for five full ye ars and then decided notto purchase, she would have forfeited the $250,000 (assuming the remaining $80,000 had bee n paid) at the end of that

five yea rs. Plaintiff went on to explain, however, that she fully intended at the very beginning on buy

ing the property

and the $170,000 was a down pay ment to be appl ie d towardthe purchase price. Plaintiff maintai ned she never would have paid Defendant $170,000 simply for the privilege of walking onto his proper ty and taking over

the restaurant without the understanding that these funds would be applied toward the pur chase price.

As one might expect, Defendant’s recollection of e vents and what the parties had agreed to was quite different from that of Plaintiff’s. According to Defendant, the $170,000 did not have “anything

to do towards buying

that property . . . [and] wasn’ t a down payment on any

thing.” Def endant claimed P

laintiff did not “r

eally” have a

n option to purchase

the prope

rty . Rather , Plaintiff paid the $170,000 toward a five-y ear lease, plus an additional $7,000 per month. According to Defendant, Plaintiff was supposed to pay $250,000 towardthe five-ye ar lease and $80,000 was still owing. F

or all of t his money , Plaintiff

was giv en a key

to the re stauran

t and coul d operat

e it for up to five year s. Regardless of how long she operated the restaurant, the mone y was nonre

fundable. The initial $25 0,000 plus the $7,00 0 per mont h gave Plaintiff the right to operate the restaurant and
use the equip ment, inve

ntory , employ

ees, etc. Defendant testified the selling price for the restaurant
was $1.5 million, and he would have sold the restaur a nt to Plainti ff at an y tim e had she been ab le to pay this amount. If Plaintiff had purchased the restaurant, the initial pay ment of $170,000 (or $250,000 assuming

the addit ional $80, 000 had been paid) would not have been applied toward the $1.5 million purchase price.

At trial, Defendant identified a handwritten note he had made during the discussions withPlaintiff. This note states: “Or can purchase after f ive year s and $250,000 goes toward the purchas e price.” Notwithstanding what the note says, Defe ndant steadfastly maintaine d the initial $250,000 was not to be applied toward the purchase price. Ra ther, h e claimed if Plaintiff had remained on the premises for five years and paid another $250,000 for a second five-y ear

term, this secondpayment of $250,000, but not the first $250,000 pay ment, would have been applied toward the purcha se price. Defendant testified he agreed to fix or repair only five items, a nd that he3 The $7,000 of month ly rent

fora peri od of s ixt

y mont hs wou ld ha ve t otal ed $420,000. The Trial Court then add ed to the $4 20,0 00 th e initial do wn pa ymen t of $2 50,0 00, fo r a gran d tota l of $6 70,0 00.

4 On appeal, t

he parti es do not cont est t he Trial Court ’s concl usion t hat Plai nti ff actual ly pai d $205,000, which included the initial down paymen t and the add itional rent payments.
-5- completedthese repairs as agreed. Defendant admitted the condition of the restau rant was accep table when Plaintiff vacated the premises. Defendant testified the re stau rant was d oing well prior to Plaintiff’s taking o ver. Defendant stated th a t when he reclaimed the restaurant, “I didn’t have no business. I didn ’t have n ot one emp loy ee. She le ft me with n oth ing, not one employee, not no business, no nothing.”

After hearing the above

testimony , the Tria

l Court h eard cl osing arguments and questioned counsel regarding their re spective positions. During the course of these discussions, the Trial Court correctly

noted that both parties h ad made a “terrible, terrible mistake” by not putting their inten tion s in wr itin g. The Tria l Court als o st at ed th er e w er e “ mi su nd er st an di ng s, ap pa re nt ly, betweenthe parties as to what was said, or what was meant, or wha t they really ag reed to.” The Trial Court also stated:

Nobody arg

ues here that y ou’ve got a real binding contract between these par ti es. In f

act, every body tacitly , if not overtly, admits, even if these parties had a contract, it’s over with. I t’s not been carrie d out.

Even though th

e Trial Co

urt found there wa s a misunde

rstandin g as t o what the parties had agreed to a

nd there was n o binding contract, the Trial Court went on to conclude that there was either

a “straightforward lease , or it was a lease with an option to buy .” The Trial Court then observed Plaintiff had no en forceable option, and there was “c omplete disagreement about whether she was ever to have h ad one .” Even thou gh the Tria l Court hel d Plaintiff did not have an enforc eable

option, the Trial Court noted that Plaintiff nevertheles s claimed sh e “at least had an option. Well, if she did, she’s got to pay pa rt of the option money. I f she had an opti on on his propert y f or six months, then the t

itle to his p

roperty was encumbered

for six month s, and tha

t is worth something.”

The Trial Court then set a bout t o ass ign a monetary valu e to th

is une nfor cea ble sixmonth option, something neither party ever maintained existed. In so doing, the Tr ial Cou rt firs t determinedt he total amount of money Plaintiff would have pa id had she leased the property for a full five ye ars, which was $670,000. 3 The Trial Court then divided this amount by sixty ($670,000 ÷ 60 = $11,166.67) to arrive at an amount Plaintiff would have paid each month, on average , had she leasedthe restaurant for a full f ive year te rm. Th e Trial Court then m ulti plied this mont hly average of $11,166.67 times six (i.e., the number of mo nt hs Pl ai nt if

f a ct ua ll y oc cu pi ed th e p ro pe rt y) to arrive at a sum of $67,00 0. The Trial Court concluded this was the total amount Plaintiff should be required to pay for the six months she occupied the prope rty. The Tria

l Court then subtracted the $67,000 f rom the $2 05,000 Pla

intiff actually

didpa y, 4 and state d it was g oing to enter a judgment for Plaintiff in the amount of $138,000.-6- After coming up with the amount of the judgment it was going to awar d Plaintiff, the Tr ial Cou rt went on to explain that it could not ascertain what the parties actually intended. Accord ing to the Trial Cour

t:
The evidenc e is just

too contradictory. The

documents from the l aw ye rs are too contradictory . The best that I can do with the differe nt, contradictory

testimony that has been pre sented to me, the best that I can do is that w hich I su gge sted e arlier, and that i s ... fi guring out what the total that would have been pay able over five years w ould have been....

* * * *
[Defenda nt has] now got the use of the property , and the use of the property, y

ou assume, is worth the rental v alue. So that over a period of five ye ars, if

he gets paid for her rental, he’ s got the use of the propert

y for the remaining four y ears, six months.... He’s made whole. He hasn’t lost any thing. He could re-rent the property

.... Bot h Plaintiff

and Def endant a ppeal the final Judg ment. Def

endant r ais es tw o primary issues, which we quote:
1. Was it er ror to hold that a portion of the money paid f or a Lea se with Op tion to Purchase was to be returned to the optionee Plaintiff?

2. Was it error not to require full pay ment for the Lease wit h Option to Pu

rchase as agr eed upon by t he parti es?

Plaintiff claims she should have been awarded a re turn of the full $170,000 initial payment.

Discussion

Our review of findings of

fact by a trial court is de novo upon the record of the trial court, accompanied by

a presumption of correctness, unless the prepondera nce of t he evidence is otherwise. Tenn. R. App. P. 13(d); Brooks v. Brooks, 992 S.W.2d 403, 404 (Tenn. 1999). Review of questionsof law is de novo, without a presumption of correctness. See Nelson v. Wal- Mart Store s, Inc., 8 S.W.3d 625, 628 (Tenn. 1999).

As recently note d by our Supreme Court in Doe v. H CA Health S

ervice s of Te nnes see, Inc. , 46 S.W.3d 191 (Tenn. 2001):-7- A contract "'mus t result f

rom a meeting of

the minds o f the par

ties in mutual ass ent to the terms, must be based upon a sufficient consideration, free from fraud or undue influenc e, not aga inst public policy and sufficiently de

finite to b e enforced.'" Higgins v. Oil, Chem., and Atomic

Workers Int'l Union, Local # 3-677 , 811 S.W.2d 875, 879 (Tenn. 1991) (quot ing Johnson v. Central Na t'l Ins. Co. of Omaha, 210 Tenn. 24, 3 4-35, 356 S.W.2d 277, 281 (Tenn. 1962) (citations omitted)). Indefiniteness reg arding an essential element of
a contract "may

prevent the creation of an enforc eable contract." Jamestowne On Signal, I nc. v . Firs t Fed

. Sav . & Loan A ss'n , 80 7 S.W.2d 559, 565 (Te nn. C t. App . 1990 ) (cit ing Hansen v . Snell , 11 Utah 2d 64, 354 P.2d 1070 (1960)). A contract "'must be of sufficie nt explicitne ss so that a court can perceive what ar e the respe cti ve obligations of the parti es.'" Higgins , 811 S.W.2d at 880 (quoting Soar v. Nationa l F

o otbal l Leag ue Pl

ayer s' Ass 'n , 550 F.2d 1287, 1290 (1st C ir. 1977) ); see also Restatement (Second) of Contracts § 33(2) (1981) ("The terms of a contra ct are r easonab ly c ertain

if they provide a basis for determining the existence of a brea ch and for giving an approp riate remedy.")

HCA , 46 S.W.3d at 196.

Even though Defendant

testified at trial that Plaintiff never had an option, Defendant argues on appeal that Plaintiff did purchase an option and, as with all options, the parties never agreed that the money utilized to purchase the option would be returne d to Plaintiff if the option was notexercised. Alterna

tively , and con sistent wit

h his trial testimony, Defendant a rgues there was no option and the $250,000 was paid for the privilege of be ing able to walk into a fully staffed a nd operational restaur

ant. While P

laintiff did mainta

in she had an option, we were unable to locate a ny testimonywhere Plaintiff claims to have paid any a mountfor the option, assuming one ever existed. In other wo

rds, eve n though Plaintiff claims she

had an op tio n, she tes tif ied the $170,000 went towarda down payme

nt on the pur cha se of the

propert y, n ot for an

option. I n short, ne

ither pa rty took the position, at

least at the Trial Court level, that the $250,000 was a pay ment to purchase an option.

In any eve nt, the Tri al Court certainly wa s correct when it stated that the evidence presented at trial and the testimony

of the parties was contradictory . Because of this, the Trial Court admitted it was una

ble to ascertain what the parties had intended. Neither c an we. The Trial Court didnot credit the testimony of one pa rty over that of the

o ther. Neither do we. Rather, the Trial Courtfound there were

“misunde

rstandin gs, app arently , betwee n the par ties as to what was said, or what was mean

t, or wha t they really agreed to.” The clea

r import of these findings by the Trial Court is that there was no meeting of the minds or mutual assent between theparties regarding wha t the initial payment of $170,000 actually was for and whether or not it was refunda ble.-8- Our primary conc ern with the Trial Court’s Judgment is that it states Plaintiff had a “Le asewith Option” even though the Trial Court found that there was no mutual assent be tween the parties. Without any “meeting of the minds of the parties in mutual assent to the terms. . .”, there
was no enforceable contract. HCA , 46 S.W.3d at 19 6. Neverthel ess, the T rial Cour t went on to conclude that since

Plaintiff believe d she had

an option ( even thou gh it w as unenforcea ble and Defendant

denied it ever exis ted), she

should be r

equired to pay for the

option for the six months she
occu pied the prope rty . Weassume it is for this reason that the Trial Court, in its Judgment, stated Plaintiff had paid the $170,00 0 f or a “L ease wit h Option.”We believ e the Tri al Court e rred in conclu ding t here was a “L ease with Option”. What the parties intended the initial pay ment of $170 ,000/ $250,000 to be is clearly a n essential term of either party ’s version of the claimed oral agree ment. If th

ere wa s no mu tua l assent as to this essential term, and the evidence does not prepond erate against the Trial Cour

t’s findin g that th

ere wa s not, there wa s no enfor ceable contract. In other words, the parties ne ver agreed that

the initial payment

was for a “Le ase with Option”, or for anything

else for that matter.

We conclude the prepon derance of the evidence does not weigh ag ainst the Trial Court’s fi nding that there was no meeting of the minds or mutual assent be tween the partie s regarding the inten ded purp ose of the initial pa yme nt. Since t

here wa s no meeting of the minds in mutual assent on this essential term, there is no en forceable co ntract a nd the Tri al Court e

rred in characterizing this non-agreement as a “L ease with Option.” It is the Trial Court’s characterization of the agr eeme nt as a Le ase with O ption which forms De

fendant ’s primar

y a rgumen t on appea

l. Defendant

argues since the Trial Court concluded ther e was a Lea se with Op tion between the pa rties, Plaintiff forfeits the initial pa

yme nt becau se she did not exercise the option. Since we conclude the Trial Court’s characterization was in error, we need not resolve this particular issue. Having determined there was no enforcea ble contract between the parties, we now turn to the remaining issue of the amount of damages awarded by the Trial Court. While we believe the Trial Court erred

in chara cterizing this non-a

greem ent as a “ Lea se with Option”, we also believe that the Trial Court ultimately reac hed the right result. Even though there wa s no enf orceable contract between the parties, Defendant did have the use of Plaintiff’s property for six months, and this aspect w as addre ssed prop erly by the Trial

Court. Since there was no enforceable a greement pu rsuant to which D efenda nt could r etain the $170,000, Plaintiff

is entitle d to the re

turn of these funds. However, as an offset, Defe ndant is entitled to the reasonable value of the use of t he restaurant for the six-month period. As set forth in HCA , supra , when a contract is invalid or unenforceable, “the cou

rt may impose a c ontract

ual oblig ation whe

n [a party ] will be unju stly enriched absent a quasi-contractual obligation.” 46 S.W.3d at 197 (citations omitted). The HCA Court went on to state:

A quantum meruit

action is an equitable substitute for a contract claim pur suant to wh

ich a par ty ma y r ecover the rea sonable value of goods and ser

vices provided to another if the following circumstances are shown:-9- (1) There is no existing, enforceable contract between th e parties covering the same subject matter; (2) The par

ty s eeking

recove ry proves th at it provi d e d valuable goods or service s; (3) The p arty

to be cha rged r eceive d the go ods or ser

vices; (4) The circ

umstance s indicate

that t he par ties to the transaction should have reas onab ly understood that the person providing the goods or services expected to be c ompensated; and (5) The circumstances demonstrate that it would be unjust for a party to re

tain the goods or services without pay ment.
HCA , 46 S.W.3d at 197-98 (qu otin g Swafford v. Harris , 96 7 S .W .2d 319 , 32 4 (T enn . 19 98) ). In HCA , the Court remanded that case for a deter mination of the reasonable value of the medical goods and services at issue. Id . at 198.

We believe all five circumstances listed above are app licable to this case, thereby entitling Defend ant to re asonable

compensa

tion from Pl aintiff f

or the use of the restaurant. In the present case, unlike HCA , the Trial Court undertook a detailed calculation to arrive a t a monthly rental amount wh

ic h i t conclud

ed would make Def

endant “ whole” f

or Plaintif

f’s use o f his restaur ant. On a ppeal, Defendant challenges the a mount of the Judgment by arg uing he is entitled to the full $170,000 plus an additional $80,000 because the parties agr eed an initial down pay

ment of $250,000 was required and this pay ment would be n onrefundable. Pla intiff ar gues she is entitled to a refund of

the full $170,000 because those funds were a down payme

nt toward the purchase of the restaurant, an

ev ent which

never oc curred . Neither party argue s the Tria

l Court er red in its determination as to what would be a proper a mount of r

ental va lue to compensate Defendant for the
use of the restaurant. Based on our re view of the record, we

conclude the preponderance of the evidence does not w eigh ag ainst the T rial Cour t’s conc lusion tha

t a reas onable r

ental valu e for De fendant’s res taurant during the six-month period was $67,000. The Trial Court correctly deducted this amoun t from the total payments of $205,000 made by Plaintiff to Defendant when awarding Plai ntiff a judg ment in the

amount of

$138,000. Theref

ore, eve n though the Tria l Court er red in finding there was a “L

ease with Option” after correctly finding therewas no meeting of the minds betweenthe parties in mutual a ssent tothe essential terms, this error did not prevent the Trial Court from reaching the correct result, and therefore, the judgment is affirmed. See Hutc herson v. Criner, 11 S.W.3d 126, 136 (Tenn. Ct. App. 1999).-10- Conclusion

The judgment of the Trial Court is affirmed, and this cause is remanded to the Trial Courtfor further procee dings asnecessa

ry , if any , consiste

nt with this Opinion, and for collection of the co sts below. Costs on appeal are assessed one-half ag ainst the Appellants, Daniel an d Lorraine Cartwrig

ht, and their surety, a

nd one-half against the Appellee, Anne Strickland.

___________________________________ D. MICHAEL

SWINEY, JUDGE