FILED

July 6, 1998

Cecil Crowson, Jr.

Appellate C ourt Clerk

IN THE SUPREME COURT OF TENNESSEE

AT JACKSON

(HEARD AT DYERSBURG)

FOR PUBLICATION

Filed: July 6, 1998

WHITEHAVEN COMMUNITY )

BAPTIST CHURCH, FORMERLY )

KNOWN AS FAIRWAY MISSIONARY )

BAPTIST CHURCH, AND )

T.L. JAMES, SR., )

)

PLAINTIFFS/APPELLANTS, ) SHELBY CHANCERY

)

v. ) Hon. Neal Small, Chancellor

)

ALCUS HOLLOWAY AND ) No. 02S01-9709-CH-00084

GENEVA HOLLOWAY, )

)

DEFENDANTS/APPELLEES. )

FOR APPELLANTS: FOR APPELLEES:

Charles R. Curbo Herschel L. Rosenberg

Memphis Memphis

O P I N I O N

AFFIRMED AS MODIFIED HOLDER, J.
1Ora l argu me nt wa s hea rd in th is cas e on M arch 4, 1998, in Dyers burg , Dyer Cou nty,

Tenn essee , as part of this Cou rt’s S.C.A.L .E.S. (Supreme Court Advancing Legal Education for

Students ) project.

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OPINION

We granted this appeal to determine whether summary judgment was

properly granted in this case involving claims for recision of contract and unjust

enrichment. The Court of Appeals affirmed the trial court's order granting the

defendants' motion for summary judgment on both issues. Upon review, we

affirm the appellate court as modified.1

BACKGROUND

The plaintiffs in this case are Whitehaven Community Baptist Church

("Whitehaven") and T.L. James, Sr. ("James"). Whitehaven purchased a parcel

of land on which it intended to construct a new church. The parcel of land was

partially secured by a first mortgage in the amount of $ 120,000.00. Whitehaven

then contracted with James for James to be the general contractor in the

construction of the new church.

The plaintiffs encountered financial problems after beginning construction. 

Whitehaven was subsequently unable to obtain construction loans from

commercial lenders. James, acting on behalf of Whitehaven, began negotiations

with the defendants, Alcus and Geneva Holloway, in an attempt to obtain a shortterm construction loan. Both the plaintiffs and the defendants reached an

agreement on the terms of the short-term loan. A contract was then prepared by

attorney Garvin Holland who had represented the plaintiffs in prior real estate

transactions.
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The defendants agreed to loan Whitehaven $ 100,000.00 to finance the

plaintiffs’ construction of a new church. The contract as executed provided in

pertinent part:

This agreement entered into this 3rd day of May, 1991 by

and between the Trustees of and for Fairway Missionary Baptist

Church, parties of the first part and Alcus Holloway and Geneva

Holloway, parties of the second part.

WHEREAS, the Trustees of Fair Way Missionary Baptist

Church is the owner of lots 1, 2, 3, 8 and one/fourth Half of lot 4,

Block 2, Minna Palmer Wall's Whitehaven Park Subdivision as

recorded in Plat Book 9, page 142, in the Register's Office of

Shelby County, Tennessee; and

WHEREAS, the Trustees of Fairway Missionary Baptist

Church are in the process of constructing a building upon the said

lots; and

WHEREAS, said trustees have had difficulty in obtaining

construction funds for the completion of the building, and

WHEREAS, Alcus Holloway and Geneva Holloway have

agreed to furnish $ 100,000.00 in construction funds to finish the

building.

NOW, THEREFORE, the parties agree that under the

following terms and conditions Alcus Holloway and Geneva

Holloway will furnish $ 100,000.00 in construction funds:

1. The Trustees of Fairway Missionary Baptist Church must obtain

a firm take-out commitment of $ 260,000.00 from a recognized

lending institution. Also building must meet their specifications.

2. The trustees must carry a builders-risk insurance policy while

under construction.

3. Property deeded to Alcus Holloway and Geneva Holloway

with the understanding when the church building is finished and

meets the city code inspection approval. The property is to have a

clear title and no liens against it.

4. Alcus Holloway and Geneva Holloway are to furnish One

Hundred Thousand Dollars ($ 100,000.00) as construction money. 

Alcus Holloway is to disburse this money for labor and materials,

when he sees the material has gone into the building by eye-sight

and receipt, then he is to pay off. There is to be bids taken for

each job to complete the building.

5. Mr. T. L. James has agreed to pay Alcus Holloway and Geneva

Holloway $ 120,000.00 plus 10 % interest at the closing. When all

the agreements have been fulfilled, Mr. T. L. James absolutely

will have the right and will buy the property back.
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6. The life of this loan must be closed within seven months from

the date that this agreement is signed, with all agreements fulfilled.

7. I, Rev. T. L. James, will pledge my home (house) and will

secure another member of the church to pledge his home (house)

as collateral, to secure the first mortgage monthly notes to Palmer

Brothers of $ 998.00 until the Rev. T. L. James buys the church

back.

(emphasis supplied). The contract was executed on May 3, 1991. 

In consideration for the construction loan, the plaintiffs executed a

warranty deed prepared by attorney Holland. The warranty deed conveyed title

of the property to the defendants as collateral for the loan pursuant to the

contract. The plaintiffs also declared that the property was unencumbered

"except for the 1991 City and County taxes and Agreement between the

Trustees of and for Fairway Missionary Baptist Church and Alcus Holloway and

Geneva Holloway." The warranty deed did not mention the presence of an

existing mortgage on the property.

The total sum of money that the plaintiffs borrowed from the defendants is

$ 120,000.00. The record indicates that the plaintiffs have not paid any portion

of the money that they owed to the defendants. The plaintiffs further did not

procure permanent financing from an approved lending institution as provided for

in the contract. Moreover, the plaintiffs defaulted on the property's first

mortgage, and the defendants were compelled to pay the holder of the first

mortgage $ 122,533.00 to prevent foreclosure on the property. The defendants

obtained a writ of possession for the property.

The plaintiffs filed suit in chancery court seeking reformation of the

contract and recision of the executed warranty deed. James also filed a claim

for unjust enrichment. The defendants' motion for summary judgment was

granted by the trial court. The appellate court affirmed the trial court's dismissal
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of the case. Upon review, we affirm the appellate court for the reasons set forth

in this opinion.

CONTRACT CLAIM

Whitehaven argues that the warranty deed it signed should be reformed. 

Whitehaven's claim is predicated on two assertions: (1) that it signed the

warranty deed believing the document to be a mortgage; and (2) that it was

informed that the warranty deed was a mortgage. The defendants counter that

the plaintiffs were fully aware that the instrument they signed was a warranty

deed.

In McCarley v. West Quality Food Serv., 960 S.W.2d 585 (Tenn. 1998),

we stated:

A party seeking summary judgment must demonstrate the

absence of any genuine and material factual issues. Byrd v. Hall,

847 S.W.2d 209, 214 (Tenn. 1993). Mere "conclusory assertion[s]

that the non-moving party has no evidence is clearly insufficient." 

Id. at 215. The movant must either affirmatively negate an

essential element of the non-movant's claim or conclusively

establish an affirmative defense. Id. 215 n. 5. If the movant does

not negate a claimed basis for the suit, the non-movant's burden to

produce either supporting affidavits or discovery materials is not

triggered and the motion for summary judgment fails. Id.

If, however, the movant does successfully negate a claimed

basis for the suit, the non-movant may no longer simply rely upon

the pleadings. Id. The non-moving party must then establish the

existence of the essential elements of the claim. Id. The nonmovant's burden may be met by:

(1) pointing to evidence establishing material factual

disputes that were over-looked or ignored by the

moving party;

(2) rehabilitating the evidence attacked by the

moving party;

(3) producing additional evidence establishing the

existence of a genuine issue for trial; or

(4) submitting an affidavit explaining the necessity for

further discovery pursuant to Tenn. R. Civ. P., Rule

56.06.
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Id. at 215 n. 6. The non-moving party's evidence shall be taken as

true. Id. Moreover, summary judgment shall be denied if "any

doubt whether or not a genuine issue exists." Id. at 211.

McCarley, 960 S.W.2d at 587.

The defendants submitted the affidavit of attorney Holland in support of

their motion for summary judgment. Holland's affidavit indicates that he

explained to the plaintiffs that the instrument was a warranty deed. Moreover,

the signed document very conspicuously reads "WARRANTY DEED" in bold

capitalized letters across the top of the instrument. The signed contract referred

to transfer of the property and the plaintiffs' "absolute" right to buy the property

back. Accordingly, the defendants have preliminarily negated a claimed basis of

the plaintiffs' contract claim and triggered the non-movant's burden to establish

the essential elements of their suit. We must now determine whether the

plaintiffs have met their burden.

The plaintiffs proffered an affidavit of a Whitehaven trustee who claims

that attorney Holland did not explain that the instrument being executed was a

warranty deed. The plaintiff relies on this affidavit to show that a material issue

of disputed fact exists as to whether the plaintiffs understood the document to be

a warranty deed.

Upon review, we find that the defendants are entitled to summary

judgment as a matter of law. Whitehaven asserts that it simply misunderstood

the nature of the contract and the document it signed. An elementary precept of

contract law, however, is that a court will not look beyond the four corners of a

contract or to the parties' intention when the language of the contract is clear. 

See Bob Pearsall Motors, Inc. v. Regal Chrysler-P., Inc., 521 S.W.2d 578, 580

(Tenn. 1975) ("It is the Court's duty to enforce contracts according to their plain

terms."); Cummings v. Vaughn, 911 S.W.2d 739, 742 (Tenn. Ct. App. 1995) ("If

the language of the contract is clear and unambiguous, it must be construed as
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written."). The instruments executed by the parties unambiguously indicate that

title to the property was being transferred. The warranty deed conspicuously

stated "WARRANTY DEED" across the top of the document. 

While the affidavits may create an issue of fact, the issue is not one that is

material to the resolution of the case. Byrd v. Hall, 847 S.W.2d at 215 (stating

that the issues for evaluation include (1) whether a factual dispute exists; (2)

whether the disputed fact is material to the outcome of the case; and (3) whether

the disputed fact creates a genuine issue for trial.). The signed documents were

unambiguous, and the plaintiffs' assertions in their affidavit do not change the

unambiguous nature of those documents. The trial court's granting of summary

judgment was, therefore, proper.

UNJUST ENRICHMENT

James apparently argues that the defendants were unjustly enriched

when they took possession of the property. He alleges that the defendants

"have received a very substantial and valuable improvement to the property

which is a benefit to them and have not paid any of the benefits for same."

Unjust enrichment is a quasi-contractual theory or is a contract implied-inlaw in which a court may impose a contractual obligation where one does not

exist. Paschall's Inc. v. Dozier, 407 S.W.2d 150, 154-55 (Tenn. 1966). Courts

will impose a contractual obligation under an unjust enrichment theory when: (1) 

there is no contract between the parties or a contract has become unenforceable

or invalid; and (2) the defendant will be unjustly enriched absent a quasicontractual obligation. Id. at 154-55.

James was both the executive trustee of the plaintiff Whitehaven and the

general contractor for the plaintiff Whitehaven. As general contractor for
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Jam es ass erts in his de position tha t he is entitled to the full value o f the prop erty

including the completed church, which he estimates as $ 325,000.00. As a general contractor he

would be entitled only to receive compensation for his services (quantum meruit). He would not

be entitled to receive the fair market value of the improved property. The value of the completed

church would m ost assuredly exceed the value of Jam es' services as a general contractor.

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Whitehaven, James was in charge of building the church. Whitehaven

contracted with the defendants to obtain money to construct the church. The

construction money was paid to James. James' deposition indicates that he

retained approximately $ 500.00 or more a week from the defendants’ loan as

compensation. James also paid for materials and labor out of the proceeds from

the defendants' loan.

This Court has previously stated that the

most significant requirement for a recovery on quasi contract is that

the enrichment be unjust. Consequently, if the landowner has

given any consideration to any person for the improvements, it

would not be unjust for him to retain the benefit without paying the

furnisher. Also, we think that before recovery can be had against

the landowner on an unjust enrichment theory, the furnisher of the

materials and labor must have exhausted his remedies against the

person with whom he had contracted, and still has not received the

reasonable value of his services.

Paschall's, Inc. v. Dozier, 407 at 155 (Tenn. 1966).

James had a contractual or quasi-contractual relationship with

Whitehaven for whom he acted as general contractor. The record does not

indicate that he has attempted to exhaust his remedies with Whitehaven for any

alleged deficiencies in his compensation. Whitehaven merely contracted with

the defendants for the defendants to supply funding for construction. James

retained money from the construction loans for compensation.2 The defendants

obtained physical possession of the property following: (1) Whitehaven's failure

to repay any portion of the defendants' $ 120,000.00 loan; and (2) the

defendants’ payment of $ 122,533.00 to the first mortgage holder of the property

to prevent foreclosure. Accordingly, the defendants have provided consideration
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for both the improvements and the property. It is, therefore, not unjust for the

defendants in this case to retain this property with its improvements. James'

claim of unjust enrichment was properly dismissed as a matter of law.

The plaintiffs’ claims are dismissed with prejudice, and the case is

remanded to the trial court for further proceedings on the defendants'

counterclaims which are not before this Court. Costs of this appeal shall be

taxed against the plaintiffs, Whitehaven Community Baptist Church and T.L.

James, Sr., for which execution may issue if necessary.

JANICE M. HOLDER, JUSTICE

CONCURRING:

Anderson, C.J.

Drowota and Birch, J.J.