FILED

March 12, 1999

Cecil Crowson, Jr.

Appellate Court Clerk

IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

DAVID G. KNOBLE, JR. and )

SUZANNE E. KNOBLE )

)

Plaintiffs/Appellees, )

) Appeal No. 

) 01-A-01-9803-CH-00153

VS. )

) Davidson Chancery

) No. 97-890-I

JOSEPH M. TAYLOR, )

)

Defendant/Appellant. )

APPEAL FROM THE CHANCERY COURT OF DAVIDSON

COUNTY AT NASHVILLE, TENNESSEE

THE HONORABLE IRWIN H. KILCREASE, JR., CHANCELLOR

JAMES D. KAY, JR.

JOHN B. ENKEMA

Suite 340M, Washington Square Two

Nashville, Tennessee 37201

Attorneys for Plaintiffs/Appellees

PAUL R. WHITE

ROBERT W. RUTHERFORD

Rutherford, DeMarco, White & Soloman

Suite 400, Washington Square

214 Second Avenue North

Nashville, TN 37201

Attorneys for Defendant/Appellant

AFFIRMED AND REMANDED

PATRICIA J. COTTRELL, JUDGE

CONCUR:

KOCH, J.

CAIN, J.
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OPINION

This appeal involves a dispute over a contract for the sale of real property

in Davidson County. The Seller appeals from a trial court decision granting

summary judgment to the Buyers for specific performance of the contract. We

affirm the trial court.

The parties entered into a contract on November 22, 1996, for a house and

lot in Davidson County, Tennessee. Appellant, Mr. Taylor, was the Seller, and

Appellees, Mr. And Mrs. Knoble, were the Buyers. The parties executed a

standard form contract, but added an Addendum, the effect of which is the basis

of the dispute herein. That Addendum states:

If Buyers are unable to assume first mortgage held by

American Home Funding, Buyers will secure other

financing within 60 days of the date of contract and

close sale within that period. Buyers will continue to

pay Seller $554.94 per month until sale closes.

The main body of the contract itself included language that, “the sale will

be closed on January 25, 1997, or as soon thereafter as possible.” 

The Buyers moved into the house on December 9, 1996, and paid rent. No

closing took place by January 21, 1997 or by January 25, 1997. A closing was

set for February 21, 1997, and the Buyers executed various documents at that

time, including documents necessary to assume the mortgage from American

Home Funding. The Seller did not attend the “closing” and took the position that

the contract was no longer in effect since the sale had not closed on January 21,

1997.

Apparently, a number of conversations took place between the Buyers and

Seller during January and February 1997. There are a number of factual disputes
1

 Since this matter was decided on a motion for summary judgment, there

is no trial transcript. No deposition transcripts are available, and no statement

of evidence was approved by the trial court. All factual information available to

this court is found in the pleadings and in affidavits submitted in relation to the

dispositive motions filed by both parties.

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about these conversations.1

 However, those disputed facts are not material to the

determinative issue in this appeal.

Essentially, the parties disagree as to the meaning and effect of the

Addendum quoted above. The Seller contends that the Addendum was intended

to set a date certain, January 21, 1997, within which, under any contingency, the

sale would close. On the other hand, the Buyers assert that the language in the

main body of the contract, “the sale will be closed on January 25, 1997, or as

soon thereafter as possible,” controls. They further submit that the Addendum

language referencing 60 days from the date of the contract was not triggered

since they were not “unable to assume first mortgage held by American Home

Funding.”

In this litigation brought by Buyers seeking specific performance, the

Seller moved for summary judgment on the basis that the Buyers had failed to

close the contract within sixty (60) days of execution of the contract. By Order

entered January 21, 1998, the trial court denied the Seller’s Motion for Summary

Judgment. The Buyers then moved for summary judgment on the basis that they

were prepared to close as soon as possible after January 25, 1997. By Order

entered February 20, 1998, the trial court granted summary judgment in favor of

the Buyers, ordered specific performance of the Contract and awarded attorneys’

fees and costs. By Order entered March 2, 1998, the trial court entered final

judgment ordering that the closing occur and awarding attorney’s fees in the

amount of $8,253.50.

Seller does not argue that Buyers breached the closing obligation in the
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main body of the contract. In other words, he does not assert that it was possible

for the Buyers to close the transaction sooner than February 21, 1997. Therefore,

this Court is not presented with any issue of whether the Buyers breached the

contract term requiring them to close the sale “on January 25, 1997, or as soon

thereafter as possible.”

Rather, Seller rests his entire claim on an argument that he intended

through the Addendum to set a date certain, 60 days from the execution of the

contract, January 21, 1997, for the closing. It is his position that the Addendum

accomplishes that intent and, since no closing occurred by January 21, 1997, the

contract was not enforceable by the Buyers after that date.

Thus, the initial issue to be addressed by this Court is the meaning and

effect of the Addendum. As noted above, this case was determined by the grant

of summary judgment. Summary judgment is appropriate where no genuine

issue of material fact exists and the moving party is entitled to judgment as a

matter of law. Tenn. R. Civ. P. 56. The purpose of summary judgment is to

resolve controlling issues of law. Byrd v. Hall, 847 S.W.2d 208, 216 (Tenn.

1993), Bellamy v. Federal Express Corp., 749 S.W.2d 31, 33 (Tenn. 1988)

(citations omitted). Summary judgment “is an efficient means to dispose of

cases whose outcome depends solely on the resolution of legal issues.” Byrd v.

Hall at 216, quoting Rollins v. Winn Dixie, 780 S.W.2d 765, 767 (Tenn. App.

1989).

It is well settled that the interpretation of a written agreement presents a

question of law and not of fact. Rainey v. Stansell, 836 S.W.2d 117 (Tenn. App.

1992); APAC-Tennessee, Inc. v. J.M. Humphries Const. Co., 732 S.W.2d 601

(Tenn. App. 1986). If a contract is plain and unambiguous, the meaning thereof

is a question of law for the court. Warren v. Metro, 955 S.W.2d 618 (Tenn. App.
5

1997); Petty v. Sloan, 197 Tenn. 630, 277 S.W.2d 355 (1955). Thus, the

meaning of the Addendum is an issue to be determined by the Court, as a matter

of law, and is the proper subject of a summary judgment motion.

Seller’s interpretation of the Addendum is “that if the Buyers are unable

to assume the first mortgage held by American Home Funding (and by inference

close the sale by signing that assumption) then they will secure other financing

and, in any event, close the sale within sixty-days of the initial date of the

contract.” Based upon this interpretation, Seller submits he was entitled to

summary judgment. Seller’s interpretation, however, is rebutted by the plain

language of the Addendum itself. By its terms, the Addendum became effective

only “If Buyers are unable to assume first mortgage held by American Home

Funding.” This phrase defines the situation or contingency to which the

remainder of the provision applies. This delineation of the one specific situation

in which the Addendum applies negates Seller’s contention that it applies in all

contingencies and “in any event.”

When interpreting a contract, courts will enforce the contract as written,

according to its plain terms. Bob Pearsall Motors, Inc. v. Regal ChryslerPlymouth, Inc., 521 S.W.2d 578, 580 (Tenn. 1975); Warren v. Metro, 955

S.W.2d 618. We interpret the plain terms of the Addendum to mean that the

sixty-day closing requirement only applies to the situation where the Buyers are

unable to assume the existing first mortgage. The rights of the parties to a

contract are determined by what they have put into their agreement. Cookeville

P.C. v. Southeastern Data System, 884 S.W.2d 458 (Tenn. App. 1994). The

provision included by the parties in the Addendum did not alter the closing date

provision in the contract in any situation other than that described.

In addition to his argument based on the Addendum’s language, the Seller
2

 The Seller maintains those facts were partially established by Buyers’

failure to deny some requests for admission. Whether all requests were timely

denied and the effect of the Buyers’ responses are disputed. However, since we

find it unnecessary to look beyond the plain language of the contract, those

disputes are immaterial. 

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also maintains that the language of the Addendum and the entire contract must

be interpreted in light of his intent (to establish a date certain for closing) and in

light of certain facts surrounding the drafting of the Addendum.2 Seller submits

that summary judgment for the Buyers was not appropriate because of the

existence of genuine and material issues of disputed fact which he identifies as:

the meaning of and purpose for the Addendum.

The court, in arriving at the intention of the parties to a contract, does not

attempt to ascertain the parties’ state of mind at the time the contract was

executed, but rather their intentions as actually embodied and expressed in the

contract as written. Rainey v. Stansell, 836 S.W.2d 117 (Tenn. App. 1992);Petty

v. Sloan, 197 Tenn. 630, 277 S.W.2d 355 (1955). We find the terms of the

Addendum and contract to be a plain and unambiguous expression of the parties’

intent. No further examination of intent is warranted. Further, the interpretation

of the Addendum is a question of law, not fact, so the meaning of that provision

is not a disputed fact.

Having determined, as a matter of law, the meaning of the Addendum,

application of the facts will determine its effect. The material and undisputed

fact is that the Buyers were able to assume the first mortgage on the house held

by American Home Funding and were prepared to close the purchase on

February 21, 1997. Buyers have submitted undisputed proof they were, in fact,

able to assume the mortgage. Therefore, the Addendum, including its sixty-day

provision, was never triggered.

The contract required closing on January 25, 1997, or as soon thereafter
7

as possible. As discussed above, Seller has not argued that it was possible for

the Buyers to close before February 21,1997, the date the Buyers executed

documents in performance of their obligation to close the sale.

We find the Buyers were entitled to enforce the contract for the

purchase/sale of the real property. Therefore, we affirm the judgment of the trial

court and remand this matter for any further proceedings which may be

necessary. Costs are taxed to the Appellant.

_______________________________

PATRICIA J. COTTRELL, JUDGE

CONCUR:

____________________________

WILLIAM C. KOCH, JUDGE

____________________________

WILLIAM B. CAIN, JUDGE