IN THE COURT OF APPEALS OF TENNESSEE

AT JACKSON

January 10, 2023 Session

J.E. ALLEN COMPANY, LLC v. PROGRESS CONSTRUCTION INC. ET AL.

Appeal from the Chancery Court for Shelby County

No. CH-19-1610 JoeDae L. Jenkins, Chancellor

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No. W2022-00648-COA-R3-CV

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An owner and a contractor executed a standard form construction agreement. The contract 

identified the “Contractor” as a corporation and two individuals. Only one of the individuals 

signed the contract, but he did so as president of the corporation. After a dispute arose with 

a supplier, the owner filed a third-party complaint against the individual who signed on 

behalf of the corporation. The individual moved to dismiss and/or for judgment on the 

pleadings, arguing that he was not a party to the contract. The court agreed and dismissed 

the claims against him with prejudice. We reverse.

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

W. NEAL MCBRAYER,J., delivered the opinion of the court, in which J. STEVEN STAFFORD,

P.J., W.S., and CARMA DENNIS MCGEE, J., joined.

Michael I. Less and Andrew B. Schrack, Memphis, Tennessee, for the appellant, Tennessee 

Hotel Group, LLC.

Jeremy G. Alpert and Aubrey B. Greer, Memphis, Tennessee, for the appellee, Yogesh 

Purohit.

MEMORANDUM OPINION1

I.

Tennessee Hotel Group, LLC retained a general contractor to oversee renovations to 

a hotel in Memphis, Tennessee. The parties executed an American Institute of Architects 

 

1 Under the rules of this Court, as a memorandum opinion, this opinion may not be published, 

“cited[,] or relied on for any reason in any unrelated case.” TENN. CT. APP. R. 10.

01/24/2024
2

(“AIA”) standard form contract between owner and contractor.

2 The contract identified 

Tennessee Hotel Group as the “Owner” and Progress Construction, Inc., Yogesh Purohit, 

and William Mann as the “Contractor” on the project. On June 19, 2019, Tennessee Hotel 

Group sent Progress Construction, Mr. Purohit, and Mr. Mann written notice of default 

based on the Contractor’s failure to meet the substantial completion deadline in the contract. 

And it hired another contractor to supplement their work.

During the renovations, Progress Construction purchased supplies and labor from 

J.E. Allen Company, LLC. Alleging that it was never paid, J.E. Allen filed suit against 

Tennessee Hotel Group, Progress Construction, and Mr. Mann3for breach of contract, 

unjust enrichment, and violation of the Prompt Pay Act. See Tenn. Code Ann. §§ 66-34-101

to 704 (2022). Tennessee Hotel Group, in turn, filed a crossclaim against Progress 

Construction and Mr. Mann and a third-party complaint against Mr. Purohit. It sought 

indemnification and damages for breach of contract.

After filing an answer, Mr. Purohit moved to dismiss and/or for judgment on the 

pleadings. He signed the contract only as a corporate representative, not an individual. 

Thus, he argued he was not a party to the contract. And the claims against him should be 

dismissed. He also asked for an award of costs and attorney’s fees. See id. § 20-12-119(c) 

(2021).

The trial court granted Mr. Purohit’s motion. The contract was signed by Tennessee 

Hotel Group and Progress Construction. Mr. Purohit did not provide an individual 

signature, and there was no signature line for him to do so. Based on the “four corners of 

the contract,” the court found “no intent to bind Mr. Purohit” as an individual. Nor did the 

third-party complaint allege that the parties intended for Mr. Purohit to act as a party to the 

contract. So the court dismissed the claims against Mr. Purohit and granted him an award 

of fees. And it directed entry of a final judgment. See TENN. R. CIV. P. 54.02(1).

II.

We review the grant of a motion for judgment on the pleadings the same as the grant 

of a Rule 12.02(6) motion to dismiss. Harman v. Univ. of Tenn., 353 S.W.3d 734, 736 

(Tenn. 2011); Young v. Barrow, 130 S.W.3d 59, 63 (Tenn. Ct. App. 2003). We accept the 

 

2 The parties used a version of AIA Document A101 — 1997 Standard Form of Agreement Between 

Owner and Contractor, which expressly incorporated AIA Document A201 — 1997 General Conditions of 

the Contract for Construction, and a set of Supplementary Conditions. “The standard form contracts 

published by the AIA are the most widely used and generally accepted standard contract forms in use within 

the construction industry.” Gables Constr., Inc. v. Red Coats, Inc., 228 A.3d 736, 748 (Md. 2020) (citing 4 

Philip L. Bruner & Patrick J. O’Connor, Jr., Bruner & O’Connor on Construction Law § 5:2 (2002)).

3 Mr. Mann personally guaranteed the supplier agreement with J.E. Allen.
3

factual allegations in the complaint as true and draw all reasonable inferences from those 

facts in favor of the plaintiff. Tigg v. Pirelli Tire Corp., 232 S.W.3d 28, 31 (Tenn. 2007) 

(citation omitted). Viewed in that light, the complaint “must contain sufficient factual 

allegations to articulate a claim for relief.” Abshure v. Methodist Healthcare-Memphis 

Hosps., 325 S.W.3d 98, 104 (Tenn. 2010). The complaint should not be dismissed unless

“it appears that the plaintiff can prove no set of facts in support of the claim that would 

entitle the plaintiff to relief.” Crews v. Buckman Labs. Int’l, Inc., 78 S.W.3d 852, 857 (Tenn.

2002). Whether the factual allegations in the complaint state a claim for relief is a question 

of law, which we review de novo. Harman, 353 S.W.3d at 736-37.

An enforceable contract is an essential element of a breach of contract claim. Fed.

Ins. Co. v. Winters, 354 S.W.3d 287, 291 (Tenn. 2011). Tennessee Hotel Group alleged 

that it entered a contract with Mr. Purohit. And it attached the written contract as an exhibit

to the complaint. Thus, the contract became part of the pleadings. TENN. R. CIV. P. 10.03. 

The contract identified Mr. Purohit as a party. On its face, the contract indicated that it was 

an agreement between the Owner, Tennessee Hotel Group, and the Contractor, identified as 

Progress Construction, Mr. Purohit, and Mr. Mann.

Mr. Purohit pointed to the contract’s signature block to demonstrate that he was not 

a contracting party. He signed the contract on behalf of Progress Construction. And the 

contract did not require additional signatures. But the lack of an individual signature is not 

dispositive here. The contract did not have to be signed to be enforceable. See Staubach 

Retail Servs.-Se., LLC v. H.G. Hill Realty Co., 160 S.W.3d 521, 524 (Tenn. 2005); T.R. 

Mills Contractors, Inc. v. WRH Enters., LLC, 93 S.W.3d 861, 865 (Tenn. Ct. App. 2002). 

And “parties can become contractually bound absent their signatures.” Harvey ex rel. 

Gladden v. Cumberland Tr. & Inv. Co., 532 S.W.3d 243, 265 (Tenn. 2017) (citation 

omitted). 

An enforceable contract requires mutual assent to be bound by the contract terms. 

T.R. Mills Contractors, Inc., 93 S.W.3d at 865. Courts determine mutuality of assent using 

an objective standard based on the parties’ outward manifestations. Staubach Retail Servs.-

Se., LLC, 160 S.W.3d at 524. A party’s signature can demonstrate the intent to be bound 

by the contract terms. Moody Realty Co., Inc. v. Huestis, 237 S.W.3d 666, 674 (Tenn. Ct. 

App. 2007). But “[t]he parties’ actions or inactions, as well as spoken words,” can serve 

the same purpose. Id.; see also Staubach-Retail Servs.-Se., LLC, 160 S.W.3d at 524-25 

(holding that the parties’ performance demonstrated mutual assent to be bound). 

“[A] complaint should not be dismissed, no matter how poorly drafted, if it states a 

cause of action.” Dobbs v. Guenther, 846 S.W.2d 270, 273 (Tenn. Ct. App. 1992). 

Tennessee Hotel Group sufficiently pleaded a claim for breach of contract. It alleged a 

contractual relationship with Mr. Purohit and attached a written contract that identified 

Mr. Purohit as a party. The absence of an individual signature on the contract does not 

negate these allegations. So the complaint should not have been dismissed. Cf. Hampton 
4

v. Hawker Powersource, Inc., No. E2022-00258-COA-R3-CV, 2023 WL 3002492, at *6-7

(Tenn. Ct. App. Apr. 19, 2023), perm. app. denied, (Tenn. Aug. 8, 2023) (affirming 

dismissal of breach of contract claim because complaint contained no allegations of a 

contractual relationship); Nashville Tenn. Ventures, Inc. v. McGill, No. M2020-01111-

COA-R3-CV, 2021 WL 2070133, at *4 (Tenn. Ct. App. May 24, 2021) (dismissal 

appropriate when contract did not identify defendant as a party); Le-Jo Enters., Inc. v. 

Cracker Barrel Old Country Store, Inc., No. M2013-01014-COA-R3-CV, 2013 WL 

6155622, at *4-5 (Tenn. Ct. App. Nov. 20, 2013) (dismissal appropriate when complaint 

did not allege contract between plaintiff and defendant).

III.

The factual allegations in the third-party complaint state a claim for breach of 

contract. The judgment of the trial court is reversed, and the case is remanded for further 

proceedings consistent with this opinion.

 s/ W. Neal McBrayer 

W. NEAL MCBRAYER, JUDGE