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IN THE COURT OF APPEALS OF TENNESSEE

AT KNOXVILLE

December 4, 2018 Session

BYRON L. JACKSON, JR. V. JAY HOWARD CRIPPEN ET AL.

Appeal from the Chancery Court for Knox County

No. 190047-2 Clarence E. Pridemore, Jr., Chancellor

No. E2018-00850-COA-R3-CV

At an earlier time, Byron L. Jackson, Jr. (plaintiff) and defendant Jay Howard Crippen 

operated a company named Swiss Technologies, Inc. There were disagreements. The 

parties engaged in mediation. Following mediation, the parties, including Swiss, entered 

into a three year consulting agreement for Jackson pursuant to which he was to be paid 

$30,000 annually, “less the cost of health and related insurance.” The contract provides 

that plaintiff “shall be entitled to health and related insurance . . . on the same term as 

other employees of [Swiss].” The parties stipulated that every other employee paid no 

more than one-half the cost of their health insurance, and employer paid the other half. 

Defendants Crippen and Swiss (collectively defendants) deducted the full amount of 

health insurance premiums from plaintiff’s pay. Plaintiff brought this action for breach 

of contract. The trial court held that the contract was unambiguous, and that it required 

defendants to pay one-half of plaintiff’s health care insurance costs. We affirm. 

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

Affirmed; Case Remanded

CHARLES D. SUSANO, JR., J., delivered the opinion of the court, in which J. STEVEN

STAFFORD, P.J.,W.S., and THOMAS R. FRIERSON, II, J., joined.

Jon M. Cope, Knoxville, Tennessee, for the appellants, Jay Howard Crippen and Swiss 

Technologies, Inc.

James H. Price and Michael R. Franz, Knoxville, Tennessee, for the appellee, Byron L.

Jackson, Jr.

01/24/2019
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OPINION

I.

As previously noted, Swiss is a company that plaintiff and defendant Crippen 

operated together for many years. They were opposing parties in a prior lawsuit that was 

characterized in the trial court as a “business divorce.” They reached a mediated 

settlement agreement in the prior lawsuit. Among other things, Crippen agreed to buy 

plaintiff’s interest in Swiss Technologies for a lump sum of $1,650,000. The parties also 

agreed to execute the employment agreement presently at issue. The agreement provides, 

in pertinent part, as follows:

1. Term. This Employment Agreement shall become 

effective on the date referenced above [Feb. 18, 2015], and 

shall terminate on January 31, 2018. This Employment

Agreement may not be terminated for any reason prior to 

January 31, 2018.

2. Employment. Employer does hereby employ Employee as 

a freelance consultant, with no specific duties assigned except 

as may be required from time to time by Employer, and with 

no duty or right for Employee to be present on Employer’s

business premises.

3. Compensation. Employee shall be compensated at the 

annual rate of $30,000 per year, less the cost of health and 

related insurance for Employee and Employe[e]’s spouse. 

The net amount due Employee shall be paid by Employer to 

Employee consistent with Employer’s normal payroll cycle. 

Employee shall be entitled to health and related insurance for 

the term of the Employment Agreement on the same terms as

other employees of Employer.

(Numbering and underlining in original.)

Employer deducted the full amount of plaintiff’s health insurance premiums from 

his salary. Plaintiff sued, alleging that defendants breached the contract by deducting the 

full amount rather than one-half the total cost, as was done for all other Swiss 

Technologies employees. Both sides moved for summary judgment, which the trial court 

denied. At the beginning of the bench trial, the parties agreed to stipulate to the material 

facts. Among the stipulated facts was the following:
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With limited exceptions, Defendant Swiss Technologies, Inc. 

(“STI”) has had a practice of paying one-half of each 

employee’s health and related insurance premiums and

deducting the other one-half of the premium amount from 

each employee’s pay. STI has continued this practice to the 

date of these Stipulations of Fact for Trial.

Since the execution of the Employment Agreement, 

Defendants have deducted 100% of Plaintiff’s health and 

related insurance premiums from his salary. Defendants have 

not paid any portion of Plaintiff’s premiums. Since the 

execution of the Employment Agreement, Plaintiff is the only 

person employed by STI that has not had one-half or more of 

his applicable health and related insurance premiums paid by 

Defendants.

The total amount of health and related insurance premiums 

deducted from Plaintiff’s pay over the entire three-year term 

of the Employment Agreement totals $40,455.00. Had 

Defendants deducted one-half of the total amount of health 

and related insurance premiums from Plaintiff’s pay rather 

than the entire amount, Defendants would have deducted 

$20,227.50 less from Plaintiff’s pay over the entire three-year 

term of the Employment Agreement.

(Numbering in original omitted.)

The trial court held that the terms of the contract were clear and unambiguous. It

concluded “that the ‘same terms’ of health and related insurance as used in Paragraph 3 

of the Employment Agreement includes the cost paid by other employees.” 

Consequently, the trial court ruled that “STI was obligated under the contract to deduct 

only one-half of the Plaintiff’s health and related insurance premiums from Plaintiff’s 

compensation, as is consistent with STI’s practice for all of its other employees.” The 

court awarded plaintiff $20,227.50, plus attorney’s fees and expenses as provided by the 

employment agreement. Defendants timely filed a notice of appeal. 
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II.

Defendants raise the issue of whether the trial court erred in holding that the 

employment contract required defendants to pay plaintiff $30,000 per year plus one-half 

of plaintiff’s health insurance premium. 

III.

There is no material fact in dispute. “Because the interpretation of a contract is a 

matter of law, our review is de novo on the record with no presumption of correctness in 

the trial court’s conclusions of law.” Hassler v. Hassler, No. E2017-02365-COA-R3-

CV, 2018 WL 4697012, at *2 (Tenn. Ct. App., filed Oct. 1, 2018) (quoting Barnes v. 

Barnes, 193 S.W.3d 495, 498 (Tenn. 2006)). 

IV.

Our review of the trial court’s interpretation of a contract is governed by these 

well-established principles:

In resolving a dispute concerning contract interpretation, our 

task is to ascertain the intention of the parties based upon the 

usual, natural, and ordinary meaning of the contract language. 

Planters Gin Co. v. Fed. Compress & Warehouse Co., Inc., 

78 S.W.3d 885, 889-90 (Tenn. 2002) (citing Guiliano v. Cleo, 

Inc., 995 S.W.2d 88, 95 (Tenn. 1999)). . . . The central tenet 

of contract construction is that the intent of the contracting 

parties at the time of executing the agreement should govern. 

Planters Gin Co., 78 S.W.3d at 890. The parties’ intent is 

presumed to be that specifically expressed in the body of the 

contract. “In other words, the object to be attained in 

construing a contract is to ascertain the meaning and intent of 

the parties as expressed in the language used and to give 

effect to such intent if it does not conflict with any rule of 

law, good morals, or public policy.” Id. (quoting 17 Am. Jur. 

2d, Contracts, § 245).

Mitchell v. Mitchell, No. E2017-00100-COA-R3-CV, 2019 WL 81594, at *4 (Tenn. Ct. 

App., filed Jan. 3, 2019) (quoting Kafozi v. Windward Cove, LLC, 184 S.W.3d 693, 698 

(Tenn. Ct. App. 2005)).
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Regarding the potential ambiguity of a contractual term, we have observed the 

following:

[i]n interpreting the contract, we must keep in mind several 

basic tenets of contract law. For instance, the language in 

dispute must be examined in the context of the entire 

agreement. Cocke County Bd. of Highway Comm’rs v. 

Newport Utils. Bd., 690 S.W.2d 231, 237 (Tenn. 1985). “All 

provisions of a contract should be construed as in harmony 

with each other, if such construction can be reasonably made, 

so as to avoid repugnancy between the several provisions of a 

single contract.” Rainey v. Stansell, 836 S.W.2d 117, 119 

(Tenn. Ct. App. 1992). Also, words must be given their usual 

and ordinary interpretation. St. Paul Surplus Lines Ins. Co. 

v. Bishops Gate Ins. Co., 725 S.W.2d 948, 951 

(Tenn.Ct.App.1986). “A strained construction may not be 

placed on the language used to find ambiguity where none 

exists.” Farmers–Peoples Bank v. Clemmer, 519 S.W.2d 

801, 805 (Tenn. 1975).

The language of a contract is ambiguous when its meaning is 

uncertain and when it can be fairly construed in more than 

one way. Id. “An ambiguity does not arise in a contract 

merely because the parties may differ as to interpretations of 

certain of its provisions.” Cookeville Gynecology & 

Obstetrics, P.C. v. Southeastern Data Sys., Inc., 884 S.W.2d 

458, 462 (Tenn. Ct. App. 1994). “Neither the parties nor the 

courts can create an ambiguity where none exists in a 

contract.” Id.

. . . The court will look to the material contained within the 

four corners of the contract to ascertain its meaning as an 

expression of the parties’ intent. Bob Pearsall Motors, Inc. 

v. Regal Chrysler–Plymouth, Inc., 521 S.W.2d 578, 580 

(Tenn. 1975). Therefore, if a contractual clause, read in the 

proper context, unambiguously mandates a particular result, 

we will not disturb that result merely because it may be harsh 

for one party or the other.

Wager v. Life Care Ctrs. of Am., Inc., No. E2006-01054-COA-R3-CV, 2007 WL

4224723, at *10, 11 (Tenn. Ct. App., filed Nov. 30, 2007). 
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In this case, both plaintiff and defendants argue that the contractual language is 

unambiguous, and that it supports their position. Each side likewise argues alternatively 

that if the contract is ambiguous, then extrinsic parol evidence would support their 

interpretation. We agree with the trial court’s determination that the language of 

paragraph 3 of the employment agreement is clear, certain, and unambiguous. The 

parties agreed that defendants would provide plaintiff with “health and related insurance 

for the term of the Employment Agreement on the same terms as other employees of 

Employer.” As plaintiff argues, common and ordinary usage of “the same terms” would 

include the price or cost of health insurance premiums. Plaintiff cites Black’s Law 

Dictionary (6th ed. 1990) at 1472 as defining “terms” as “[c]onditions, obligations, 

rights, price, etc., as specified in a contract or instrument.” Because there is no dispute as 

to the terms provided to the other employees, there is also no latent ambiguity in the 

language. 

Defendants, relying on the familiar principle that “[c]ourts must avoid rewriting an 

agreement under the guise of interpreting it,” e.g., CNX Gas Co. v. Miller Petroleum, 

Inc., No. E2009-00226-COA-R3-CV, 2011 WL 1849082, at *9 (Tenn. Ct. App., filed 

May 11, 2011), argue that the trial court “rewrote” the contract “by rearranging the 

sentence structure of paragraph 3.” They point to the following statements made by the 

trial court at the end of the bench trial:

It’s this court’s interpretation of what this means, if you were 

to read this paragraph 3 in a different order, if you were to 

take the last sentence and place it first within that paragraph ‒ 

I’m not changing the wording of the paragraph, I’m just 

saying if you were to read the last sentence first ‒ “Employee 

shall be entitled to health and related insurance for the term of 

the employment agreement on the same terms as other

employees of employer.” What this court takes that to mean 

is that Swiss Technologies would have to offer the same 

brand of insurance, or same insurance company, the same 

level of coverage, etc., to Mr. Jackson.

And then if you were to apply the first sentence and make it 

the second sentence. “Employee shall be compensated at the 

annual rate of $30,000 per year, less the cost of health and 

related insurance for employee and employe[e]’s spouse.” If 

you offer it to him at the same terms, the same insurance, they 

pay half the price of all their other employees, so therefore, I 
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would anticipate that they would pay half of the cost of the 

insurance of Mr. Jackson.

These statements do not amount to a “rewriting” of the contract by the trial court. The 

court’s linguistic analysis is equally reasonable and valid regardless of sentence order. 

Applying the usual, natural and ordinary meaning of the provisions at issue, the trial court 

correctly concluded that the parties agreed that defendants would provide one-half the 

cost of plaintiff’s health insurance ‒ the “same terms” as those provided to other 

employees. 

V.

The judgment of the trial court is affirmed. Costs on appeal are assessed to the 

appellants, Jay Howard Crippen and Swiss Technologies, Inc. The case is remanded for 

enforcement of the judgment and collection of costs assessed below. 

_______________________________

CHARLES D. SUSANO, JR., JUDGE