IN THE COURT OF APPEALS OF TENNESSEE

AT KNOXVILLE

September 30, 2015 Session

F&M MARKETING SERVICES, INC., v. CHRISTENBERRY TRUCKING 

AND FARM, INC., ET AL.

Appeal from the Chancery Court for Knox County

No. 1829852 Clarence E. Pridemore, Jr., Judge

________________________________

No. E2015-00266-COA-R3-CV

FILED-OCTOBER 19, 2015 

_________________________________

Plaintiff brought an action to pierce the corporate veil of defendant company and hold its sole 

shareholder personally liable for a debt. The trial court conducted a bench trial on the issue 

and found in favor of the defendant company and shareholder. The trial court initially 

declined to issue findings of fact in its final judgment. After both parties submitted their own 

proposed findings of fact, the trial court adopted the defendants‘ version nearly verbatim, 

incorporating two additional findings of fact of its own. However, because we find the trial 

court‘s findings of fact and conclusions of law insufficient to facilitate appellate review, we 

vacate the judgment of the trial court and remand for sufficient findings of fact and 

conclusions of law.

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

and Remanded

J. STEVEN STAFFORD, P.J., W.S., delivered the opinion of the Court, in which D. MICHAEL 

SWINEY, J., and BRANDON O. GIBSON, J., joined.

Christopher J. Oldham, Knoxville, Tennessee, for the appellant, F&M Marketing Services, 

Inc.

John Thomas McArthur, Melanie E. Davis, and Carlos A. Yunsan, Maryville, Tennessee, for 

the appellees Christenberry Trucking and Farm, Inc., and Clayton V. Christenberry, Jr.

OPINION
2

Background

This case arises out of a contract dispute between Christenberry Trucking and Farm, 

Inc. (―Christenberry Trucking‖) and F&M Marketing Services, Inc. (―F&M‖ or ―Appellant‖) 

in 2005. This is the second appeal arising from this dispute. See Christenberry Trucking & 

Farm, Inc. v. F&M Marketing Services, Inc., 329 S.W.3d 452 (Tenn. Ct. App. 2010), perm. 

app. denied (Tenn. Oct. 21, 2010). In the first appeal, this Court was charged with 

determining issues related to whether F&M could pursue an action for breach of contract. See 

id. at 457. Ultimately, we concluded that F&M could pursue an action against Christenberry 

Trucking. See generally id. On remand, the trial court entered a written order on February 13, 

2012 awarding F&M a judgment totaling $375,524.29 plus post-judgment interest. The trial 

court entered its final judgment on February 13, 2012.

At the time the trial court entered judgment, Christenberry Trucking had no assets to 

satisfy the judgment. After learning this, F&M commenced an action on May 25, 2012 

seeking to disregard the corporate entity of Christenberry Trucking and hold its primary 

shareholder, Clayton Christenberry, Jr., personally liable for the judgment against the 

corporation. 

On June 26, 2012, Christenberry Trucking and Mr. Christenberry filed a motion to 

dismiss F&M‘s complaint to pierce the corporate veil. They argued that F&M‘s complaint 

failed to set forth particularized allegations for piercing the corporate veil and, therefore, 

failed to state a claim upon which relief may be granted. F&M responded to the motion to 

dismiss on August 31, 2012. Ultimately, the trial court denied the motion by written order 

entered September 11, 2012. Shortly thereafter, on October 5, 2012, Christenberry Trucking 

and Mr. Christenberry jointly filed their Answer to the complaint. 

On October 7, 2013,1F&M moved to amend its original complaint to add additional 

defendants and claims. The additional defendants included Mr. Christenberry in his capacity 

as trustee and beneficiary of the Clayton V. Christenberry Jr. and Jannie Christenberry 

Revocable Trust (―the Trust‖); the Trust; and Jannie Chistenberry, Mr. Christenberry‘s wife, 

in her individual capacity and her capacity as trustee and beneficiary of the Trust (collectively

with Christenberry Trucking and Mr. Christenberry, the ―Christenberry defendants‖). In 

addition to its action to pierce the corporate veil, F&M also brought an action to set aside 

allegedly fraudulent conveyances and seeking a lien lis pendens on the Trust. F&M‘s motion 

to amend the complaint was eventually granted on November 25, 2013.

 

1

It is unclear the reason for the substantial delay in the prosecution of this case.
3

The Christenberry defendants filed a motion to dismiss the amended complaint. They 

argued that F&M was a foreign corporation doing business in Tennessee without proper 

registration with the Tennessee Secretary of State pursuant to state law. Thus, they argued

F&M was precluded from bringing suit in the state. F&M responded, and the trial court 

denied the motion to dismiss on November 20, 2013.

Because the Christenberry defendants had not yet responded to the amended 

complaint, F&M moved for a default judgment on February 6, 2014. On February 24, 2014, 

the Christenberry defendants filed an answer to the amended complaint, essentially denying 

that any transfer of the Trust was fraudulent.2

On March 5, 2014, the Christenberry defendants filed a motion to ―bifurcate the trial 

against them in order to separately address [F&M‘s] causes of action pertaining to the Trust 

from the original action on piercing the corporate veil‖ against Christenberry Trucking and 

Mr. Christenberry individually. Furthermore, the Christenberry defendants sought to stay the 

action involving the Trust until the resolution of the action to pierce the corporate veil. Two 

days later, on March 7, 2014, Christenberry Trucking and Mr. Christenberry, in his individual 

capacity, filed an answer to the amended complaint.

The motion to bifurcate went unresolved for several months, and the Christenberry 

defendants moved again to bifurcate the trial on September 22, 2014. This time, F&M filed a 

response opposing the motion to bifurcate. On January 16, 2015, the trial court granted the 

motion to bifurcate the trial finding that the ―action for piercing the corporate veil against 

[Christenberry Trucking] and Mr. Christenberry should be bifurcated from the action against 

the Trust Defendants for fraudulent transfer. . . .‖

On February 4, 5, and 6, 2015, the trial court conducted a trial on F&M‘s action to 

pierce the corporate veil of Christenberry Trucking. At the conclusion of the trial, the trial 

court orally ruled from the bench, concluding that F&M had not carried its burden to prove 

that the corporate veil should be pierced. Because the second part of the bifurcated action 

concerning the Trust and the alleged fraudulent transfers was contingent upon a conclusion 

that the corporate veil should be pierced, the second part of the trial was pretermitted. 

Accordingly, the trial court dismissed the entirety of F&M‘s claims against all of the 

defendants. F&M filed a timely notice of appeal.

Issues Presented

 

2

Subsequently, F&M filed a motion to disqualify the Christenberry defendants‘ counsel from 

representation, to strike the answer filed by the Christenberry defendants, and for sanctions. The crux of this 

motion involved an alleged conflict of interest between the Christenberry defendants and their attorneys. The 

parties made numerous filings relevant to this issue; however, they are immaterial to the issue presented for 

appeal.
4

As we perceive it, F&M raises three issues on appeal, which are taken from its brief 

and restated:

1. Whether the trial court made sufficient findings of fact and 

conclusions of law that were a product of its independent 

judgment? 

2. Whether the trial court erred in finding that there was no basis 

to pierce the corporate veil of Christenberry Trucking & Farm?

3. Whether the trial court erred in finding that the Marital 

Dissolution Agreement provided Mr. Christenberry‘s payment to 

his former wife was a division of marital property and not 

alimony in futuro?

“I’m not going to reiterate the facts. . . . I’m not required 

to produce a Finding of Fact.”

As discussed above, the trial court in this matter was charged with 

determining whether Appellees carried their burden sufficiently to pierce the corporate 

veil of Christenberry Trucking & Farm. Before we address the substance of this appeal, it 

is necessary to discuss the trial court‘s oral ruling and its stance on the requisite findings 

of fact and conclusions of law. Accordingly, we turn to the statements made during the 

court‘s oral ruling pertaining to its obligation to make findings of fact.

After the bench trial on February 9, 2015, the trial court orally ruled in favor of 

Appellees. Regarding the trial court‘s obligation to make findings of fact, the transcript of the 

oral ruling provides:

THE COURT: I‘m not going to reiterate the facts. They are in 

the record enough. I‘m not going to muddle up the transcript 

with a bunch more facts. 

* * *

[COUNSEL FOR PLAINTIFF]: I would ask for a preparation of 

a Finding of Fact and Conclusion of [L]aw.

THE COURT: I‘m not required to produce a Finding of Fact. I 

can reiterate a Conclusion of Law if you want me to.
5

[COUNSEL FOR PLAINTIFF]: I would ask for a written – if 

the Court won‘t do a written Finding of Fact then I would ask 

for a written Conclusion of Law.

THE COURT: If you two parties want to prepare a Finding of 

Fact and submit them to me I can consider which one and 

introduce it into the record.

At this juncture, it is imperative that we discuss the applicability of Rule 52.01 of the 

Tennessee Rules of Civil Procedure to the case-at-bar. In bench trials such as this, Rule 52.01 

provides that trial courts ―shall find the facts specially and state separately its conclusions of 

law and direct the entry of the appropriate judgment.‖ Tenn. R. Civ. P. 52.01 (emphasis 

added). Prior to July 1, 2009, trial courts were only required to make specific findings of fact 

and conclusions of law ―upon request made by any party prior to the entry of judgment.‖ See

Poole v. Union Planters Bank N.A., No. W2009–01507–COA–R3–CV, 337 S.W.3d 771, 

791 (Tenn. Ct. App. 2010) (noting the amendment). However, the current version of Rule 

52.01 requires the court to make these findings regardless of a request by either party. Id. 

This Court has previously held that the requirement to make findings of fact and conclusions 

of law is ―not a mere technicality.‖ In re K.H., No. W2008-01144-COA-R3-PT, 2009 WL 

1362314, at *8 (Tenn. Ct. App. May 15, 2009). 

The Tennessee Supreme Court recently explained that Rule 52.01 findings and 

conclusions serve three important purposes: 

First, findings and conclusions facilitate appellate review by 

affording a reviewing court a clear understanding of the basis of 

a trial court‘s decision. See Estate of Bucy v. McElroy, No. 

W2012-02317-COA-R3-CV, 2013 WL 1798911, at *3–4 (Tenn. 

Ct. App. Apr. 26, 2013) (noting that the Rule 52.01 requirement 

facilitates appellate review); Hardin v. Hardin, No. W2012-

00273-COA-R3-CV, 2012 WL 6727533, at *5 (Tenn. Ct. App. 

Dec. 27, 2012) (same); In re K.H., No. W2008-01144-COA-R3-

PT, 2009 WL 1362314, at *8 (Tenn. Ct. App. May 15, 2009) 

(recognizing that without findings and conclusions appellate 

courts are left to wonder about the basis of a trial court‘s 

decision); In re M.E.W., No. M2003-01739-COA-R3-PT, 2004 

WL 865840, at *19 (Tenn. Ct. App. Apr. 21, 2004 (same); 9C 

[Charles A. Wright et al.,] Federal Practice and Procedure § 

2571, at 219 [(3d ed. 2005)] [hereinafter 9C Federal Practice 

and Procedure] (recognizing that specific findings by the trial 

court facilitate appellate review). Second, findings and 
6

conclusions also serve ―to make definite precisely what is being 

decided by the case in order to apply the doctrines of estoppel 

and res judicata in future cases and promote confidence in the 

trial judge‘s decision-making.‖ 9C Federal Practice and 

Procedure § 2571, at 221–22. A third function served by the 

requirement is ―to evoke care on the part of the trial judge in 

ascertaining and applying the facts.‖ Id. at 222. Indeed, by 

clearly expressing the reasons for its decision, the trial court may

well decrease the likelihood of an appeal. Hardin, 2012 WL 

6727533, at *5.

Lovelace v. Copley, 418 S.W.3d 1, 34–35 (Tenn. 2013). ―Without such findings and 

conclusions, this court is left to wonder on what basis the court reached its ultimate 

decision.‖ In re K.H., 2009 WL 1362314, at *8 (quoting In re M.E.W., No. M2003–01739–

COA–R3–PT, 2004 WL 865840, at *19 (Tenn. Ct. App. Apr. 21, 2004)). Furthermore, ―the 

absence of findings and conclusions . . . leaves the parties without the thing they most need: a 

decision.‖ Adams v. Adams, No. W2007-00915-COA-R3-CV, 2008 WL 2579234, at *6–*7 

(Tenn. Ct. App. June 30, 2008). 

Although the trial court stated it would not deign to issue findings of fact, the 

command of Rule 52.01 is clear that such findings are mandatory, rather than discretionary. 

Respectfully, the trial court‘s statement that it was ―not required to produce a Finding of 

Fact‖ is categorically incorrect. Fortunately, at the behest of counsel for F&M, the trial court 

eventually permitted both parties to submit a proposed version of findings of fact and 

conclusions of law. The trial court apparently reviewed both and ultimately issued its Final 

Judgment on February 18, 2015, which included sections titled Finding of Facts and 

Conclusions of Law. Thus, the trial court‘s order, on its face, does appear to comply with 

Rule 52.01.

The question of whether the findings of fact and conclusions of law are sufficient, 

however, remains in dispute. Accordingly, we next address whether the findings and 

conclusions made by the trial court satisfy Rule 52.01.

Piercing the Corporate Veil

In analyzing whether the trial court‘s findings and conclusions are sufficient, it is 

necessary to begin with the state of Tennessee law regarding the concept of ―piercing the 

corporate veil,‖ as it was the sole basis for the trial court‘s judgment in favor of Appellees in 

this case. There seems to have been some confusion in the trial court as to the appropriate test 

to be applied in determining the issue of whether the corporate veil should be pierced in this 

case. The trial court indicated its reliance on what it deemed three different ―tests‖: the 
7

Continental Bankers3test; the Barbour4test; and the Allen5factors, a test devised by the 

federal courts in 1984 and often applied by Tennessee courts thereafter. The trial court 

explicitly stated that F&M ―has failed to carry its burden of proof necessary to impose 

piercing of the corporate veil of [Christenberry Trucking] under any of the aforementioned 

tests.‖

The trial court‘s and the parties‘ confusion as to the applicable test, however, was not 

warranted. Our research reveals that neither Continental Bankers nor Barbour provides the 

appropriate standard by which a court considers whether to pierce the corporate veil. First, 

the trial court relied upon Continental Bankers Life Insurance Co. of the South v. Bank of 

Alamo, 578 S.W.2d 625 (Tenn. 1979), utilizing a three-prong ―instrumentality rule.‖ In that 

case, the Continental Bankers Court analyzed three factors to determine whether a parent 

corporation exercised such dominion and control over its subsidiary to render the subsidiary a 

mean ―tool, agency, or instrumentality of the parent.‖ Id. at 632, 633. In the instant case, 

although the trial court explicitly stated it was relying upon Continental Bankers, it made no 

findings of fact or conclusions of law with respect to any of the three factors. Additionally, 

the trial court did not state why the Continental Bankerstest was applicable, where the caseat-bar does not involve the question of whether a parent corporation should be liable for the 

wrong committed by its subsidiary. See Schlater v. Haynie, 833 S.W.2d 919, 925 (Tenn. Ct. 

App. 1991) (stating that Continental Bankers addressed parent/subsidiary relationships and 

was therefore inapplicable to the case before it involving a corporation/shareholder 

relationship); but see Tenn. Racquetball Investors, Ltd. v. Bell, 709 S.W.2d 617, 622 (Tenn. 

Ct. App. 1986) (recognizing that the Continental Bankerstest may be applied in the situation

where a wronged party seeks to hold the individual owner of a corporation liable for the 

debts of the corporation under the alter ego theory). Simply put, it is completely unclear how 

and why the trial court relied on Continental Bankers, without findings of fact and 

conclusions of law relative to any of the three factors.

Next, the trial court relied upon Oceanics Schools, Inc. v. Barbour, 112 S.W.3d 135 

(Tenn. Ct. App. 2003). Specifically, the trial court provided that it relied upon the ―sham or 

dummy corporation test‖ in Barbour. A thorough reading of the Barbour case reveals that 

the Court of Appeals did not promulgate a ―sham or dummy corporation‖ test in that case. 

The trial court isolated that phrase from the surrounding language in Barbour explaining that 

courts may pierce the corporate veil ―upon a showing that it is a sham or a dummy or where 

necessary to accomplish justice.‖ (Emphasis in original.) Even more importantly, the 

 

3 Continental Bankers Life Ins. Co. of South v. Bank of Alamo, 578 S.W.2d 625 (Tenn. 

1979).

4 Oceanics Schools, Inc. v. Barbour, 112 S.W.3d 135 (Tenn. Ct. App. 2003), perm. app. 

denied (Tenn. June 30, 2003).

5 FDIC v. Allen, 584 F.Supp. 386 (E.D. Tenn. 1984).
8

Barbour Court ―review[ed] all of the evidence—in the context of the Allen factors . . . .‖ Id.

at 141. Thus, in Barbour, the Allen factors provided the backdrop for courts to consider 

whether a corporation is a sham or dummy corporation. Indeed, from our review of recent 

piercing the corporate veil cases, Tennessee cases nearly uniformly consider the Allen factors 

in determining this issue. See Rogers v. Louisville Land Co., 367 S.W.3d 196 (Tenn. 2012); 

Dog House Investments, LLC v. Teal Properties, Inc., 448 S.W.3d 905, 918 (Tenn. Ct. App. 

2014), perm. app. denied (Tenn. July 11, 2014); Rock Ivy Holding, LLC v. RC Props., LLC, 

464 S.W.3d 623, 647 (Tenn. Ct. App. 2014), appeal denied (June 20, 2014); Edmunds, 403 

S.W.3d at 830. Accordingly, we turn to whether the trial court made sufficient findings 

concerning the Allen factors. 

The Tennessee Supreme Court clearly outlined the appropriate test to utilize—the 

Allen factors—in considering a challenge to the corporate veil in Rogers v. Louisville Land 

Co., 367 S.W.3d 196 (Tenn. 2012). Although the trial court asserted during the trial that it

―spent the last three nights reviewing a number of cases in this field,‖ the seminal Tennessee 

Supreme Court Opinion on this issue does not appear to have been discussed or applied by 

the trial court or the parties at the trial level. 

In Rogers, the Tennessee Supreme Court specifically stated that the factors 

promulgated by Allen ―are applicable‖ when determining whether the corporate veil should 

be pierced.6 Our research reveals no Tennessee case after the Opinion in Rogersin which the 

Allen factors have not been applied to reach a conclusion on whether piercing the corporate 

veil is warranted. According to Rogers:

Factors to be considered in determining whether to disregard the 

corporate veil include not only whether the entity has been used 

to work a fraud or injustice in contravention of public policy, 

but also: (1) whether there was a failure to collect paid in 

capital; (2) whether the corporation was grossly 

 

6

Indeed, Tennessee‘s courts have consistently applied the factors in Allen to determine whether a 

corporation‘s legal identity should be disregarded. See Rogers, 367 S.W.3d at 215, 216; CAO Holdings, Inc. 

v. Trost, 333 S.W.3d 73, 88 (Tenn. 2010); H.G. Hill Realty Co., L.L.C. v. Re/Max Carriage House, Inc., 428 

S.W.3d 23 (Tenn. Ct. App. 2013) (―The most common factors used by Tennessee courts to determine whether 

to pierce the corporate veil were originally set forth in [Allen].‖); Pamperin, 275 S.W.3d at 438; Altice v. 

NATS, Inc., No. M2007-00212-COA-R3-CV, 2008 WL 1744571, at *2–*3 (Tenn. Ct. App. Apr. 15, 2008), 

no perm. app. filed; Marshall, 2008 WL 5156312 at *6 (citing the above factors and noting that they are

commonly referred to as the Allen factors); AmPharm, Inc. v. Eastland Pharm. Servs., L.L.C., No. M2006-

01334-COA-R3-CV, 2008 WL 4830803, *6 (Tenn. Ct. App. Nov. 5, 2008) (citing the Allen factors); Dolle v. 

Fisher, No. E2003-02356-COA-R3-CV, 2005 WL 2051288, *4 (Tenn. Ct. App. Aug. 26, 2005) (same); 

Boles, 175 S.W.3d at 245 (same); Barbour, 112 S.W.3d at 140 (same); Emergicare Consultants, Inc. v. 

Woolbright, No. W1998-00659-COA-R3-CV, 2000 WL 1897350, *2 (Tenn. Ct. App. Dec. 29, 2000) (same). 
9

undercapitalized; (3) the nonissuance of stock certificates; (4) 

the sole ownership of stock by one individual; (5) the use of the 

same office or business location; (6) the employment of the 

same employees or attorneys; (7) the use of the corporation as an 

instrumentality or business conduit for an individual or another 

corporation; (8) the diversion of corporate assets by or to a 

stockholder or other entity to the detriment of creditors, or the 

manipulation of assets and liabilities in another; (9) the use of 

the corporation as a subterfuge in illegal transactions; (10) the 

formation and use of the corporation to transfer to it the existing 

liability of another person or entity; and (11) the failure to 

maintain arms length relationships among related entities. 

Id. at 215 (citing Allen, 584 F.Supp. at 397). Generally, no one factor is conclusive in 

determining whether to pierce the corporate veil; rather, courts will rely upon a combination 

of factors in deciding the issue.7Id. (citing Barbour, 112 S.W.3d at 140). 

Accordingly, we examine whether the trial court made sufficient findings of fact and 

conclusions of law with respect to the Allen factors. Here, the eleven factors in Allen require 

a fact-intensive inquiry for each individual case; the necessity for sufficient findings of fact 

and conclusions of law cannot be overstated in cases where a party seeks to pierce the 

corporate veil, as it ―depends on the specific facts and circumstances of the case.‖ Dog 

House Investments, LLC v. Teal Props, Inc., 448 S.W.3d 905, 918 (Tenn. Ct. App. 2014). 

Although the trial court included in its final order that, ―a few of the Allen factors may have 

been met,‖ it is unclear which factual findings are attributed to that conclusion. It is also 

unclear which factors the trial court deemed met. Indeed, rather than the above statement, the 

trial court‘s written order and oral ruling contain no other mention of the trial court‘s 

application of the Allen factors.

We recognize that while ―[t]here is no bright-line test by which to assess the 

sufficiency of the trial court‘s factual findings, the general rule is that  ̳the findings of fact 

must include as much of the subsidiary facts as is necessary to disclose to the reviewing court 

the steps by which the trial court reached its ultimate conclusion on each factual issue.‘‖ 

Lovlace v. Copley, 418 S.W.3d 1, 35 (Tenn. 2013). Respectfully, the trial court‘s order fails 

to meet this standard. We are unable to discern, for example, which of the Allen factors the 

trial court concluded favored piercing the corporate veil, and which the trial court concluded 

 

7 Our Opinion should not be read as an indication that Rogers abrogated either Continental Bankers

or Barbour; instead, those cases may be considered with regard to the constellation of facts that makes up a 

piercing the corporate veil analysis.
10

did not. In addition, the trial court‘s order fails to disclose what facts led the trial court to 

these conclusions. 

While the trial court did make some factual findings that could be relevant to some of 

the Allen factors, it is still unclear what conclusions of law were to be drawn from the 

findings. For example, the trial court found that ―Capital of [$136,000.00] was paid into the 

corporation.‖ The trial court did not, however, render a legal conclusion as to whether this 

constituted undercapitalization pursuant to the Allen factors. This is but one example of the 

inadequacy of the trial court‘s final order with respect to its findings and conclusions. 

Accordingly, it is impossible to decipher upon which factors the trial court based its decision. 

Generally, the appropriate remedy when a trial court fails to make appropriate findings 

of fact and conclusions of law pursuant to Tennessee Rule of Civil Procedure 52.01 is to 

vacate the trial court‘s judgment and remand the cause to the trial court for written findings 

and conclusions of law. Lake v. Haynes, No. W2010-00294-COA-R3-CV, 2011 WL 

2361563, at *1 (Tenn. Ct. App. June 9, 2011). However, this Court has indicated that we may 

―soldier on‖ with our review, despite the trial court‘s failure to comply with Rule 52.01, in 

certain limited circumstances:

On occasion, when a trial judge fails to make findings of fact 

and conclusions of law, the appellate court ―may  ̳soldier on‘ 

when the case involves only a clear legal issue, or when the 

court‘s decision is  ̳readily ascertainable.‘‖ Hanson v. J.C. 

Hobbs Co., Inc., No. W2011-02523-COA-R3-CV, 2012 WL 

5873582, at *10 (Tenn. Ct. App. Nov. 21, 2012) (quoting 

Simpson v. Fowler, No. W2011–02112–COA–R3–CV, 2012 

WL 3675321, at *4 (Tenn. Ct. App. Aug. 28, 2012)).

Pandey v. Shrivastava, No. W2012-00059-COA-R3-CV, 2013 WL 657799 (Tenn. Ct. App. 

Feb. 22, 2013). Here, the issue of piercing the corporate veil is a fact-intensive inquiry that is 

not easily resolved, including the interpretation of many corporate and personal documents. 

Thus, the disputes in this case do not involve only clear legal issues.

The trial court‘s decision in this case is also not ―readily ascertainable.‖ Id. (quoting 

Hanson, 2012 WL 5873582, at *10). First, nothing in the trial court‘s written order or oral 

rulings indicates the reasoning underlying its decision to not pierce the corporate veil or 

which test on which it ultimately relied. The trial court‘s order includes no balancing of the 

factors as required by Allen, and indeed, does not even include conclusions of law relative to 

the factors in Allen. Furthermore, it is unclear what facts the trial court actually relied upon 

in making its determination. Respectfully, the trial court‘s failure to render specific findings 

concerning the factors, and even more importantly, the trial court‘s failure to render legal 
11

conclusions as to any of the factors, warrant a vacatur of the final judgment. Under these 

circumstances, the appropriate remedy is to vacate the judgment and remand to the trial court 

for the entry of an order compliant with Rule 52.01.

Although we vacate the trial court‘s order for its noncompliance with Rule 52.01, we 

must address an ancillary concern raised by F&M in its appellate brief concerning counselprepared findings of fact and conclusions of law. As stated above, the trial court‘s oral ruling 

did not include any findings of fact, and each party was permitted to submit their own 

proposed findings. Although the trial court eventually considered both parties‘ submissions 

and reiterated a set of findings, the findingsincluded in the trial court‘s final order are nearly 

identical to those submitted by Christenberry Trucking and Mr. Christenberry.8To this end, 

we note that ―a court‘s decision[] must be, and must appear to be, the result of the exercise of 

the trial court‘s own judgment.‖ Smith v. UHS of Lakeside, Inc., 439 S.W.3d 303, 312 

(Tenn. 2014) (citing Summers v. Thompson, 764 S.W.2d 182, 190 (Tenn. 1988) (Drowota, 

J., concurring) (quoting Perkins v. Scales, 2 Tenn. Cas. (Shannon) 235, 237 (1877))). Here, 

the trial court refused to make findings of fact on the record even after counsel requested 

such findings. Accordingly, the parties were required to draft proposed orders with no 

indication from the trial court as to how it found the disputed facts or which facts were 

relevant to the trial court‘s ultimate decision. The manner in which the trial court entered its 

final judgment in this case comes perilously close to violating Smith. On remand, in addition 

to entering an order compliant with Rule 52.01, we also advise the trial court to be mindful of 

the Tennessee Supreme Court‘s recent decision opining on a trial court‘s obligation to ensure 

that its orders afford this Court appropriate insight into the trial court‘s reasoning, as well as 

result from the trial court‘s independent judgment. See Smith, 439 S.W.3d at 314 (―[W]e 

continue to adhere to the view that findings of fact, conclusions of law, opinions, and orders

prepared by trial judges themselves are preferable to those prepared by counsel.‖).

Conclusion

The judgment of the Chancery Court of Knox County is vacated, and this cause is 

remanded to the trial court for further proceedings in accordance with this Opinion. Costs of 

this appeal are taxed one-half to Appellant F&M Marketing Services, Inc. and its surety, and 

one-half to Appellees Christenberry Trucking and Farm, Inc. and Clayton V. Christenberry, 

Jr., for all of which execution may issue, if necessary.

_________________________________

 

8

The trial court‘s final order includes two additional findings of fact, both containing general nondisputed information about F&M‘s claim against Christenberry Trucking and Mr. Christenberry.
12

J. STEVEN STAFFORD, JUDGE