# FILED
July 6, 1998 Cecil Crowson, Jr. Appellate C ourt Clerk IN THE SUPREME COUR T OF TENNESSEE AT JA CKSON (HEARD A

T DYERSBURG)

FOR PUBLICA

TION Filed: July 6, 1998

WHITEHAVEN COMM UNITY ) BAPTIST CHURCH, FORMER LY ) KNOWN AS FAIRW AY MISSIONARY ) BAPTIST CHURCH, AND ) T.L. JAMES, SR., ) ) PLAINTIFFS/APPELLANTS, ) SHELBY CHANCERY ) v. ) Hon. Neal Small, Chancell or ) ALCUS HOLLOWAY AND ) No. 02S01-9709-CH-00084 GENEVA HOLLOW AY, ) ) 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.1 Ora l argu me nt wa s hea rd in th is cas e on M arch 4, 19 98, in Dyers burg , Dyer Cou nty, Tenn essee , as part of this Cou rt’s S.C.A.L .E.S. ( S upreme C ourt A dvancing L ega l E ducation fo r S tudents ) project. 2 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 defend ants' mo tion for summary ju dgment o n both iss ues. Upon review, we affirm the appellate court as modified. 1

BACKGROUND
The plaintiffs in this case are W hitehaven Community Baptist Church ("Whitehaven") and T.L. James, Sr. ("James"). Whitehaven purchased a parcel of land on which it intended t o construct a new churc h. 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 contr actor in the construction of the new chur ch.
The plaintiffs encountered financial pr oblems after beginning const ruction. Whitehaven was subsequently unabl e to obtain construction loans from commercial lenders. James, a cting on behalf of Whitehaven, began negotiati ons with the defendants, Alcus and G eneva 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 w as then prepared by attorney Garvin Hol land who had represented the p laintiffs in prior real es tate transactions.3 The defendants agreed to loan Whitehaven $ 100,000.00 to financ e the plaintiffs’ construction of a new church. The contract as e xecuted provided in pertinent part:

This agreement entered into thi s 3rd day of May, 1991 by and between the Trustees of and for Fairway Missionary Baptist Church, p arties of the first part and A lcus Hollo way and Gen eva Holloway, parties

of the second part. WHEREAS, the Trustees of Fair Way Missionary Baptist Church is the owner of l ots 1, 2, 3, 8 and one/fourth Half of lot 4, Block 2, Minna Palmer Wall's Whitehaven Park Subdiv ision as recorded in Plat Book 9, page 142, in the Register's Office of Shelby County, Tennessee; an d 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 completi on of the building, and WHER EAS, Alcu s Holloway an d Geneva H olloway have agreed to furnish $ 100,000.00 in construction funds to finish the building. NOW, THEREFORE, the parties agree that under the followin g terms an d conditi ons Alcus Holloway an d 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 r ecognized 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 Al cus Holloway and Geneva Ho lloway 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 com plete the build ing. 5. Mr. T. L . James h as agreed to pay Alcu s Holloway an d Geneva Holloway $ 120,000.00 pl us 10 % interest at the clos ing. When all the agreements have been f ulfilled, Mr. T. L. Jam

es absolutely will have the right and will buy the propert

y back.4 6. The life of this loan must be clos ed within seven months fro m 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 t o 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 contr act was executed on May 3, 1991.

In consideration for the constr uction loan, the plaintiffs exec uted a warranty deed prepared by attorney Holland. The warranty deed conveyed title of the property to the defendants as c ollateral for the loan pursuant to the contract. The plaintiffs also decl ared that the property w as unencumbered "except for the 1991 City and County taxes and Ag reement between the Trustees of and for Fairway Missionary Baptist

Church and Alcus Hollow ay and Geneva Holloway. " The warranty deed did n ot mention the presence of an existing m ortgage on the prope rty.
The total sum of money that the plaintif fs 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 t o the defendants. The plaintiffs further did not procure permanent financing from an approved lending insti tution as provided for in the contract. Moreover, the plaintiffs defaulted o n the property's first mortgage, and the defendants were compelled to pay the hold er of the first mortgage $ 122,533.00 to prev ent foreclosure on the property. The defendants obtaine d a writ of p ossessio n for the property.
The plaintiffs filed suit in chancer y court seeking refor

mation of the contract and recision of the executed warranty deed. James also filed a claim for unjust enrichment. The defendants' moti on for summary judgment was granted by the trial court. The appellate court affirmed th e trial court's dismis sal5 of the case. Upon review, we affirm the appellate court for the reasons set forth in this opinion.

CONTRACT C LAIM
Whitehaven argues that the warranty deed it signed should be r eformed. Whitehaven's claim is predicated on tw o assertions: (1) that it signed the warranty deed believ

ing 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 w arranty deed.

In McCarley v. W est Quali ty Food Se rv. , 960 S.W.2d 585 (Te nn. 1998), we stated:
A party seeking summary judgment must demonstrate the absence of any genuine and materi al factual issues. Byrd v. Hall , 847 S.W.2d 209, 21 4 (Tenn. 1993). Mere "conclusory assertion[s] that the non-moving party has no evidence is clear ly insufficient." Id . at 215. The movant must either affir matively 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 bur den to produce either supporting affidavits or discover

y materials is not triggered and the motion for summary judgment fails. Id

. If, however, the movant do es successfully negate a claimed basis for the suit, the non-mov ant may no longer simply rely upon the pleadings. Id . The non-moving party must then establish the existence of the essential el ements of the claim. Id . The nonmovant's burden m ay be met b y: (1) pointing to evi dence establishing material factual disputes that were ov

er-looked or ignored by the moving par ty; (2) rehabilitating the evidence attacked by the moving par ty; (3) producing addition al evidence establishi ng the existence of a genuine iss ue for trial; or (4) submitting an affidavit explaining the necess ity for further discovery pursuant to Tenn. R. Civ. P., Rule 56.06.6 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 genui ne 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 judg ment. Holland's affidavit ind icates that he explained to the plaintiffs that the instrument was a warranty deed. Moreover, the signed document very conspicuously reads "WARRANT Y DEED" in bold capitalized letters a

cross 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 preliminar ily negated a claimed bas is of the plaintiffs' contract claim and triggered the non-movant's burde n to establish the essential elements of their s uit. We must now determine whether the plaintiffs have met their burden.
The plaintiffs

proffered an affi davit of a Whitehav en trustee w

ho claims that attorney Holland did not explain that the instrument being executed was a warranty deed. The plai ntiff relies on this affidavit to show that a material is sue of disputed fact exists as to w hether the plaintiffs understood the doc ument to be a warranty deed.
Upon review, we find that the defendants are entitled to summa ry 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 contrac t law, howev

er, is that a cou rt wil l not lo ok beyo nd the fou r corne rs of a contract or to the parties' intention when the langua ge 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 i s clear and unambiguous, it must be construed as7 written."). The instr

uments executed by the parti es unambiguously indica te that title to the property was being transferred. The warranty deed conspicuously stated "WARRANTY DEED" across the top of the do cument.

While the affid avits 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 evaluati on 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' ass ertions in their affidavit do not change the unambiguous nature of those documen ts. The trial court's granting of summary judgment was, therefore, proper.

UNJUST ENRICHMENT
James apparently argues that the defendants were unjustl y enriched when they took possessi on of the property. He alleges that the defendants "have received a ver

y substantial and val uable improvement to the proper ty which is a benefit to them and ha ve not paid any of the benefits for same."
Unjust enrichment is a q uasi-contractual theory or is a contract impli ed-inlaw in which a cou rt 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 une nforceableor invalid; and (2) the defendant will be unjustly enriched absent a quasicontractual obligation. Id . at 154-55.

James was both the executi ve trustee of the plaintiff Whitehaven and the general contractor for the plaintiff Whitehaven. As general contract or for2 Jam es ass erts in his de position tha t he is entitled to the full value o f the prop erty includi ng the completed chur ch, which he est imates as $ 325,000. 00. As a generalcontractor he would be entitled only to recei ve compensation for h is servi ces (quantum meruit). He would not be entit led to re ceive the f air market val ue of the i mproved property . The value of the completed church would m ost assuredly exceed the value of Jam es' services as a general contractor. 8 Whitehaven, James was in charge of buil ding the church. Whitehaven contracted with the defendants t o obtain money to construct the church. The construction money was paid to James. James' depositi on indicates that he retained approximately $ 500.00 or more a week from the d efendants’ loan as compensation. James also paid for mat erials and labor out of the proc eeds from the defendants' loan.
This Court has previous ly stated that the
most significant requir

ement for a recovery on q uasi contract is that the enrichment be unjust. Conse quently, if the landow

ner has given any consideration to any person for the improvements, it would not be unjust for him to retain the benefit without pay ing the furnisher. Also, we think that before recovery can be had against the landowner on an unjust enr ichment theory, the furnisher of the materials and labor must hav e exhausted his remedies against the person with whom he had c ontracted, and still has not received the reasonable value of his services.

Paschall's, Inc. v. D

ozier , 407 at 155 (Tenn. 1966).
James had a contractual or q uasi-contractual relati onship with Whitehaven for whom he acted as general c ontractor. The record does not indicate that he has attempted to ex haust his remedies with Whitehaven for any alleged deficiencies in his compensation. Whitehaven merely contr acted with the defendants for the defendants to supply fundi ng for construction. James retained money from the construc tion loans for compensation. 2 The defendants obtained physical possession of the property following: (1) W hitehaven's failure to repay any portion of the defendants' $ 120,000.00 loan; and (2) the defendants’ payment of $ 122,533.00 to the firs t mortgage holder of the proper ty to prevent foreclosure. Ac cordingly, the defendants hav e provided consideration9 for both the improvements and the pr operty. It is, therefore,not unjust for the defendants in this case to retain this property with its improvements. James' claim of unjust en richmen t was prope rly dismiss ed as a ma tter of la w.
The plaintiffs’ claims are dismissed with prejudice, and the case is remanded to the trial court for further proceedings on the defendants' counterclaims which ar e not before this Court. Cost s of this appeal shall be taxed against the plaintiffs, Whitehaven Community Baptist Church an d T.L. James, S r., for whi ch execut ion may iss ue if nec essary.

JANICE M. HOLDER, JUSTICE
CONCURRING: Anderson, C.J. Drowota and Birch, J.J.