1 We no te that the parties a re related, as M s. Hinton is M r. Stephens’ a unt. 

### IN THE COURT OF APPEALS OF TENNESSEE

AT JACKSON JUNE 21, 2001 Ses sion BRENDA GAIL HINTON a/k/a BREN DA STEPHENS GRAY v. CAR EY CHRISTOPHER STEPHENS Direct Appeal from the Chancery Court for McNairy County No. 7441; The Honorable Martha B. Brasfield, Chancellor

No. W2000-02727-COA-R3-CV - Filed October 4, 2001

This appeal arises from a dispute between relatives over a parcel of real prope rty. Although t he parties executed a contract wh ich stated that the purchase price was due in one year, the parties disregarded the contract language for eleven y ears. The trial court ruled that the parties had acquiesced

in the extension of the contract and that they were now estopped to deny the contract’s val idi ty. As a result, the trial court ordered that the home b e s old as per the ter ms in the contract. For the following reasons, we affirm the judgment of the trial court.

Tenn. R. App. P. 3; Appeal as of Right; Judgment of the Chancery Court Affirmed
A LAN E. H IGHERS , J., delivered the opinion of the court, in w hich W. F RANK C RAWFORD , P.J., W.S., and R OBERT L. C HILDERS , S P
. J., joined. Gregory Allen Mey

er, Corinth, MS, for Appellant Terry Abernathy, Selmer

, TN, for Appellee
OPINION Facts and Procedural History
The parties in this case are B renda Ga il Hinton (Ms. Hinton), and Carey Christopher Stephens (Mr. Stephens). 1 In March of 1989, the parties entered into a contract whereby M r. Stephens was to purchase r eal property

owned by Ms.

Hinton. The total sa

les price of the h

ome in question was $22,500.00. The contract furt her state d that “the sum of $22,500 shall be due and payable one year from the date of this instrument. . . .” Mr. Stephens, the buy er, was to pay

monthly2 The $178.12 monthl y payment

represent

ed nine and one-hal

f percent intere st on th

e sum of $22, 500.00. -2- installments

to Ms. Hinton in the amount of $178.12 2 beginning in April of 1989. The contract also mandatedthat Mr. Stephens pay all of the proper

ty taxes and insurance due on the property during the one year period. Additionally, the contra ct stated that

it embodied the entire agreement between the parties and that it could not be altered or amended except by a subsequent written ag reement

. Mr. Stephens made all of the interest payments during the one-y ear period, and he paid a ll the property taxes and insurance in compliance with the terms of the contract.
The one year period expired, and neither party

approached the

other about the co

ntract. Mr. Stephen s continued making the $17 8.12 interest payments for eleven ye ars and Ms. Hinton continued to accept them without any objection. Mr. Stephens also continuedto pay all of the property taxes and insurance during

this time. The cour

t found that th

e hous e was in bad condition when Mr. Stephens moved in 1989 and began to make repairs. During this eleven year period, Mr. Stephens made extensive repairs and upgrades to the subject property. Over the years, Mr. Stephens replaced the siding and the roof, and he landscaped the pro pert y. Additionally, Mr. Stephens made extensive repairs and upgrades to the interior of the house. Mr. Stephens submitted an exhi bit alleging that he has spent $11,594.79 on the repairs and upgrades since he moved into the home in 1989.
It was established at trial that Ms. Hinton’s mother lives across the street from the property in qu estion and that Ms. H inton visited her mot

her frequently

. Mr. Stephens testi

fied that M s
. Hinton visited his house fr om time to ti me and that sh e was aware of some of the repairs and renovations that he made. Ms. Hinton testified that she had onl y been in the house two or three times over the ye

ars. She admitted t

hat she went in

to visit Mr. Stephens’ daughter, and she saw the renovations that

were made in the child’s bedroom. Ms. Hinton also admitted that she knew that Mr. Stephens had replaced a

ll of the siding on the home. Ms. Hinton knew about some of the repairs, but she stated that she had no idea about many of the repairs that Mr. Stephens made to the home. Mr. Stephens never asked Ms. Hinton if he could make any repairs to the property, and Ms. Hinton never told Mr. Stephens tha

t he should

not make any re

pairs to the property. Also, Ms. Hinton admitted that her ownersh ip of the property had not cost her any thing since Mr. Stephens’ had been living there.
The trial court found

that, notwithstanding any language in the contract to the contrary, the parties had acquiesced in the extensionof the contract and that the parties were estopped to deny the contract’s validity. The court further ordered that the house be sold to Mr. Stephens by August 11, 2000. Ms. Hinton appeals, and raises the following issue, as quoted from her brief, for our review:
I. That

it was manifest err or and mista ke of law for the Chancellor to find not with standing [sic] any language in the refere nced Contract to the contrary, both parties fully acquiesced in the extension of th

e contract.-3- Standard of Review
When a ci vil act ion is h eard by a t ria l ju dge s itt ing w ith out a ju ry, our review of the matter is de novo on the record, accompanied by a presumption of correctness of the findings below. See Foster v. Bue , 749 S.W.2d 736, 741 (Tenn. 1988); T ENN
. R. A PP
. P. 13(d). We may not reverse

the findings of

fact made by the trial judge unless they are contrary to the preponderance of the evidence. See Jahn v. Jahn , 932 S.W.2d 939, 94 1 (Tenn. Ct. App. 19 96). This presumpti

on of correctne

ss, however, does not attach to the trial judge’s legal determinations or the trial court’s conclusions that are based on undisputed facts. See NCNB Nat’l Bank v. Thr ailkill , 856 S.W.2d 150, 153 (T enn. Ct. App. 1993). Law and Analysis
Our sole issue for review is whether the trial court erred in finding that the parties acquiesced i n the extension of the contract. Ms. Hinton argues that sections 47-50-112 (a) and (c) of the Tennessee Code control this case. Section 47-50-112(a) of the Tennessee Code states the following in relevant

part: “[a]ll contra

cts . . . in writing and sig

ned by the pa

rty to be boun

d . . . shall be prima facie evidence that the contract contains the true intention of the parties, and shall be enforced as written. . . .” T ENN
. C ODE A NN
. § 4 7-50-112(a) (1995). Moreover, section 47-50-112(c) of the Tennessee Code states that “[i]f any . . . contract con

tains a provision to

the effect that no waiver of any terms or provisions

thereof shall be

valid unless suc h waiver is in writing, no court shall give effect to any su

ch waiver unless it is in writing.” T ENN
. C ODE A NN
. § 47-50-112(c) (1995).
In the instant case, the contract at issue contained a provision that stated “[t]his contract expresses and states the entire contractual agreement between these parties, and this contract shall notbe alter ed, a mended or modified in any manner except by the subse quent written agreement sig ned by all parties.” Ms. Hinton argues that due to the aforementioned code sections and th e contract language, the trial court should have found that the contract embodied the true intentions of the parties and th

at no written ame

ndmen t to the contract was ever made. However, the court found that

“notwithstanding

any langu

age in the refe

renced Contrac

t to the contrary

, both of these parties have fully acquiesced in t he ex tension of the Contract, and that the parties, especially the Defendant,

are now estopped to assert or deny that the referenced Contract is not presently valid and enforceable. . . .” Estoppel is an equitable doctrine which prevents a party from raising a claim or taking a legal position when her conduct with regard to that claim is contrary to her position. See Robby’s Pancake House v. Martin , 21 B.R. 754, 758 (Bankr. E.D. Te nn. 1982). “Estopp

el requires (1)

words, acts, conduct, or acquiescence causing another to believe in the existence of

a certain state of things; (2) wilfulness

or negligence with regard to the acts, conduct, or acquiesc ence; an d (3) detrimental reliance by the other

party upon th

e state of things

so indicated.” I d. “The doctrine of estoppel springs from the equities o f the case. I

t is based upon the p

rinciples of mora

lity, as well

as of public pol icy, or expediency.” 11 T ENN
. J UR
. Estoppel § 4 (199 5). We also not e that an interest in real estate may be acquired by

estoppel. See id . “Equitable estoppel in the modern sense arises from the3 We no te that Mr. S tephens did the majority of the work on the home himself, and this f igure does

not incl ude a charge for his own labor. -4- conduct of the party

, using that word in its broadest meaning, as including his spoken or written words, his positive acts and his silence or negative omission to do anything.” Id. at § 25. Moreover, we note that “the vital principle of equitable estoppel is that a person who by his language or conduct leads another to do what

he would not otherwise have done may not subject such person to loss or injury by disappointing the expectations on which he acted.” 31 C.J.S. Estoppel and Waiver § 63 (1996).
In Church of Christ v. M cDonald , 171 S.W.2d 817 (Tenn. 1943), our supreme court discussed in detail the doctrine of estop pel. In discus sing what conduc t was applicable t

o estoppel, the court no ted the fol lowing:

It is not absolutely

necessary

that the conduct .

. . should be done wi

th a fraudulent purpose or intent, or with an act ual and fraudulent intention of deceiving the other par ty. The adoption of such an element as always essential would at once strike out some of

the most familiar and best

established instan

ces of equitable

estoppel.
Id. at 821 (citations omitted). We also note that “[e]quitable estoppel is not limited to a particular factual situation, nor is i t subjec t to simple, hard and fast or fixed rules or rigid criteria. Whether or not the doctrine of equitable estoppel is applic

able depends on the particular facts and circumstances of each case.” 31 C.J.S. Estoppel and Wa

iver § 58 (1996). “Acquiescence

has been defined as conduct from which may be inferred assent. . . .” Id. at § 133. Acquiescence arises “where a person knows or ought to know that he is entitled to enforce his right or to impeach

a transaction ne

glects to do so for

such a time as would

imply that he intended to waive or abandon his right.” Id.
The facts of the instant case are very unique.Although the contract at issue clearly stated that “[t]he sum of $22,500.00 shall be due and payable one y ear f rom t he date of this instrument,” the parties did nothing at

the end of the year. The

parties simply continued for eleven more y ears, each without asking the other about the sta tus of the contrac

t. The proof at trial showed that Mr. Stephens spent $11,594.79 in repairs and upgrades to the home over the years. 3 While all of these repairs may nothav e bee n im med iat ely n eces sar y, the court found that there was no question that the house was in a state of major disrepair when Mr. Stephens first moved there. The proof also showed that while Ms. Hinton was not aware of all of the repairs to thehome, she was certainly aware of some of the repairs. For example, she knew that Mr. Stephens had p ut new siding on the house, and it was evident that he had landscap ed the grounds around the home. Ms. Hinton also admitted to going inside the home a few times and noticing rep airs and cosmetic upg rades to the child ’s bedroom. Even though Ms. Hinton knew that Mr. Stephens was spending money on the home over and above-5-

what was called for in the con tract, she remained silent for eleven years. She never asserted her rights under the contra

ct. Instead, she sat idly by while Mr. Stephens detrimentally relied on her silence by spending considerable monies and laboring to make a home for

his family. A

s a result, due to the unique facts of the instant case, we agree with the trial court that the parties are estoppe d to den y tha t th is i s a v ali d co ntr act , an d th at t he p art ies ful ly acquiesce d in the extension of the contract.
Conclusion
Due to the foregoing, we affirm the judgment of the trial court. Costs on appeal are taxed to M s. H int on, for whi ch ex ecut ion may i ssu e if nece ssa ry.

___________________________________ ALAN E. HIGHERS, JUDGE