FILED

March 27, 1997

Cecil W. Crowson

Appellate Court Clerk

IN THE COURT OF APPEALS OF TENNESSEE

MIDDLE SECTION AT NASHVILLE

ROCK ABOU-SAKHER, )

)

Plaintiff/Appellant, )

) Humphreys Chancery

) No. 22-381

VS. )

) Appeal No.

) 01A01-9604-CH-00185

HUMPHREYS COUNTY, TENNESSEE )

and HUMPHREYS COUNTY AIRPORT )

AUTHORITY, )

)

Defendants/Appellees. )

APPEAL FROM THE CHANCERY COURT FOR HUMPHREYS COUNTY

AT WAVERLY, TENNESSEE

THE HONORABLE LEONARD W. MARTIN, JUDGE

For the Plaintiff/Appellant: For the Defendants/Appellees:

Calvin P. Turner John Lee Williams

Lebanon, Tennessee Waverly, Tennessee

AFFIRMED AND REMANDED

WILLIAM C. KOCH, JR., JUDGE
1A fixed-base operator fuels, services, and hangars airplanes in much the same way that

a service station provides similar services for automobiles. American Eagle Ins. Co. v.

Thompson, 85 F.3d 327, 328 (8th Cir. 1996); City of Pompano Beach v. F.A.A., 774 F.2d 1529,

1533 n.5 (11th Cir. 1985). 

-2-

O P I N I O N

This appeal involves a dispute between Humphreys County and the former

fixed-base operator of the Humphreys County Airport. After the county declined

to renew the fixed-base operator’s lease and hired a full-time airport manager, the

former fixed-base operator filed suitin theChancery Court for Humphreys County

seeking a declaration that his lease remained in effect and challenging his

termination as part-time airport manager. The trial court heard the case without

a jury and found that the fixed-base operator’s lease had expired and that the

plaintiff was not entitled to reinstatement as part-time airport manager. We affirm

the judgment.

I.

On March 1, 1987, Rock Abou-Sakher and Humphreys County entered into

a fixed-base operator’s lease agreement whereby Mr. Abou-Sakher became the

fixed-base operator1 at the Humphreys County Airport. The agreement also

provided that Mr. Abou-Sakher would be “designated personally as the Airport

Manager.” The initial term of the lease was five years, and the lease permitted

Mr. Abou-Sakher to renew the lease for one additional five-year period. The lease

also required Mr. Abou-Sakher to pay $1.00 per year as rent, but both Mr. AbouSakher and the county ignored this provision.

Some time later, the county began paying Mr. Abou-Sakher as a part-time

county employee. As time passed, Mr. Abou-Sakher pressed the county for a fulltime job because he desired to qualify for the county’s group health insurance

plan. The county never acceded to Mr. Abou-Sakher’s request for full-time

employment, and neither the county nor Mr. Abou-Sakher formally renewed the
-3-

fixed-base operator’s lease when it expired in March 1992. Nonetheless, Mr.

Abou-Sakher continued to function as the airport’s fixed-base operator.

 In December 1992, the county created an airport authority to oversee the

airport, and Mr. Abou-Sakher became the authority’s first secretary. In mid-1994,

the airport authority obtained funds to hire a full-time airport manager and

advertised for the position. Mr. Abou-Sakher and others applied for the job.

During the selection process, Travis Jenkins replaced Mr. Abou-Sakher as the

airport authority’s secretary following a public altercation between Mr. AbouSakher and the airport authority’s chairman. The airport authority interviewed

Mr.Abou-Sakher and the other candidates and in August 1994 hired Mr. Jenkins

as the airport’s first full-time mananger.

On September 1, 1994, the chairman of the airport authority informed Mr.

Abou-Sakher by mail and telephone call that he was no longer the manager of the

Humphreys County airport and that he would be required to negotiate another

fixed-base operator’s lease with Mr. Jenkins because the old lease had expired.

The chairman also informed Mr. Abou-Sakher that the authority reserved the right

to review and approve any new fixed-base operator’s lease.

On November 15, 1994, Mr. Abou-Sakher sued the county and the airport

authority in the Chancery Court for Humphreys County seeking a declaration of

his rights under the 1987 fixed-base operator’s lease agreement and his status as

a county employee. On the same day, the county filed an unlawful detainer action

in the Humphreys County General Sessions Court seeking to recover the airport

property still in Mr. Abou-Sakher’s possession. The circuit court consolidated

both cases after Mr. Abou-Sakher appealed the adverse general sessions judgment

to the circuit court.

Following a bench trial in October 1995, the trial court determined that the

1987 fixed-base operator’s lease agreement expired in March 1992 and that Mr.

Abou-Sakher had been a holdover tenant thereafter. The trial court also

determined that the county’s selection of a full-time airport manager violated the

Sunshine Law but that Mr. Abou-Sakher did not have a contract right under the
-4-

fixed-base operator’s lease agreement to be employed as the airport manager. Mr.

Abou-Sakher has appealed from this judgment.

II.

RENEWAL OF THE LEASE AGREEMENT

Mr. Abou-Sakher asserts that the 1987 fixed-base operator’s lease is still in

effect either because he exercised the renewal option or because the County

waived its right to require strict compliance with the lease’s renewal provisions.

We have determined that Mr. Abou-Sakher did not effectively renew the 1987

fixed-base operator’s lease and that the county did not waive its right to require

Mr. Abou-Sakher to comply with the lease’s renewal provisions.

A.

The 1987 fixed-base operator’s lease agreement contained the following

renewal provision:

2.) The Lessee shall have the option to renew the

lease for an additional period of five (5) years on the

same terms and conditions herein expressed by giving

notice to the Lessor in writing of the Lessee’s election

to extend this lease with the same to be given no later

than sixty (60) days before the expiration of the original

five (5) year period.

Mr. Abou-Sakher asserts that he provided the county with written notice

consistent with this provision in three letters between March 30, 1989 and July 29,

1991. 

Mr. Abou-Sakher’s March 30, 1989 letter related to the reclassification of

his part-time position to a full-time position. He stated: 

This is to confirm that I’m not requesting any increase in salary or

any change to my existing or next contract with the county. My

main interest in this move is to get on the county health plan.

He closed his letter by stating: “Looking Forward To Serving The Airport and The

County For Many More Years To Come.” In the same vein, Mr. Abou-Sakher’s

April 11, 1991 letter stated:
-5-

Please be informed that I’m interested in renewing my

contract with the county fot [sic] next five year period.

However as we have discussed I would like for you to

help put me on the county health plan, knowing that

will not change this or the next contract period terms or

conditions.

Finally, Mr. Abou-Sakher wrote in his July 29, 1991 letter:

Even though my contract with the county as fixed base

operator is [sic] still have some time to go, I would like

to list [sic] your help and support to change my status

with the county as a part time airport manager to a full

time, with the next contract period.

B.

THE EXERCISE OF THE RENEWAL OPTION

Renewal options such as the one involved in this case are essentially

unilateral contracts giving the lessee an irrevocable right extend a lease during the

option period. American Oil Co. v. Rasar, 203 Tenn. 37, 45, 308 S.W.2d 486, 490

(1957). Lessees must give timely notice according to the terms of the option, and

lessees who fail to give the required notice lose their right to renew the lease.

American Oil Co. v. Rasar, 203 Tenn. at 45, 308 S.W.2d at 490; Corim, Inc. v.

Sam Blair Co., 721 S.W.2d 256, 260-61 (Tenn. Ct. App. 1986); Southern Region

Indus. Realty, Inc. v. Chattanooga Warehouse & Cold Storage Co., 612 S.W.2d

162, 164-65 (Tenn. Ct. App. 1980). 

Mr. Abou-Sakher’s three letters do not satisfy the requirement in the fixedbase operator’s lease that he provide the county with written notice of his exercise

of his right to renew the lease for an additional five years. While these letters

make vague and general reference to Mr. Abou-Sakher’s interest in renewing the

lease, they focus primarily on his desire to become a full-time county employee

in order to obtain health insurance. In order for a notice to be effective in this

context, it must state clearly that the lessee is exercising his or her renewal option.

Expressions of a lessee’s “interest” in renewing a lease amount to little more than

an indication that the lessee is still considering whether or not to exercise the

renewal option. Accordingly, the trial court correctly held that Mr. Abou-Sakher
-6-

did not effectively exercise his option to renew the 1987 fixed-base operator’s

lease.

C. 

WAIVER OF RENEWAL REQUIREMENTS

Waiver on the part of the lessor is one of the special circumstances that will

excuse a lessee’s failure to comply strictly with the terms of a renewal option.

American Oil Co. v. Rasar, 203 Tenn. at 48, 308 S.W.2d at 191; Playmate Club,

Inc. v. Country Clubs, Inc., 62 Tenn. App. 383, 390-91, 462 S.W.2d 890, 894

(1970). In this context, 

[w]aiver is a voluntary relinquishment or renunciation

of some right, a foregoing or giving up of some benefit

or advantage, which, but for such waiver, he could have

enjoyed. It may be proved by express declaration; or by

acts and declarations manifesting an intent and purpose

not to claim the supposed advantage; or by a course of

acts and conduct, or by so neglecting and failing to act,

as to induce a belief that it was his intention and

purpose to waive.

Griswold v. Income Properties, II, 880 S.W.2d 672, 680 (Tenn. Ct. App. 1993)

(quoting Baird v. Fidelity-Phenix Fire Ins. Co., 178 Tenn. 653, 665, 162 S.W.2d

384, 389 (1942)).

We find no evidence in this record that either the county or the airport

authority expressly waived its right to insist that Mr. Abou-Sakher exercise his

renewal option in accordance with the terms of the fixed-base operator’s lease.

Similarly, Mr. Abou-Sakher has not pointed to any acts or declarations by the

representatives of the county or the airport authority that could be reasonably

construed as manifesting an intention and purpose to ignore the renewal

provisions of the lease. To the contrary, the minutes of the airport authority’s

May 18, 1993 minutes reflect that all the parties knew and understood that “[t]he

Fixed Base Operator contract has been out since March 1992.” Mr. Abou-Sakher

is in no position to assert that he was unaware of this fact because he was the

secretary who took these minutes. Accordingly, the evidence supports the trial
-7-

court’s determination that all parties understood that Mr. Abou-Sakher was a

holdover tenant after the 1987 fixed-base operator’s lease expired in March 1992.

III. 

MR. ABOU-SAKHER’S EMPLOYMENT STATUS

Mr. Abou-Sakher also insists that he is entitled to be reinstated as part-time

airport manager on two grounds. First, he asserts that he has a contract to serve

as airport manager as long as his fixed-base operator’s lease remains in effect.

Second, he asserts that he is entitled to continue as part-time airport manager until

the county properly hires a full-time manager. We have already determined that

Mr. Abou-Sakher’s fixed-base operator’s lease has expired. We hold now that Mr.

Abou-Sakher did not have a right to continue as part-time airport manager until

the county selected and retained a full-time airport manager.

A.

Mr. Abou-Sakher obtained his title as “airport manager” from the fixedbase operator’s lease agreement. According to the lease, Mr. Abou-Sakher was

to serve as the airport manager during the term of the lease without receiving any

compensation other than the income he derived from being the airport’s fixed-base

operatory. The circumstances surrounding Mr. Abou-Sakher’s later employment

as a part-time county employee and the terms and conditions of his employment

do not appear in this record. 

The airport authority interviewed Mr. Abou-Sakher and the other candidates

for the full-time airport manager’s job on August 4, 1994. Thereafter, the

authority published notice that it would meet in the office of one its members on

August 18, 1994 at 4:00 p.m. to select the new airport manager. Contrary to the

notice, the airport authority met at 4:30 p.m. in the courthouse annex. At this

meeting, the airport authority selected Mr. Jenkins as the new full-time airport

manager and determined that it would no longer need a part-time airport manager.

Thereafter, on September 1, 1994, the chairman of the airport authority informed

Mr. Abou-Sakher that his services as part-time airport manager were no longer
-8-

required and that he would be required to renegotiate the fixed-base operator’s

lease.

B.

Decisions by governmental bodies made in meetings that violate the

Sunshine Law are invalid. Tenn. Code Ann. § 8-44-105 (1993). Accordingly, the

airport authority’s decision to hire Mr. Jenkins was invalid because the authority

did not give adequate public notice of the correct time and place of its meeting as

required by Tenn. Code Ann. § 8-44-103(a) (1993). Setting aside the decision to

hire Mr. Jenkins, however, provides no solace to Mr. Abou-Sakher unless he can

demonstrate some entitlement to his part-time job or some condition of

employment that he could remain in his job until his successor was properly

appointed. Mr. Abou-Sakher has provided no such proof.

In the absence of proof concerning the terms and conditions of Mr. AbouSakher’s employment as part-time airport manager, we must presume that he was

an at-will employee of the county. At-will employees may be discharged without

breach of contract at any time for good cause, bad cause, or no cause at all.

Forrester v. Stockstill, 869 S.W.2d 328, 330 (Tenn. 1994); Bennett v. Steiner-Liff

Iron and Metal Co., 826 S.W.2d 119, 121 (Tenn. 1992). Thus, without an

employment contract, a discharged employee cannot recover damages for breach

of contract from his or her employer because the employee has no contract right

to continued employment. Forrester v. Stockstill, 869 S.W.2d at 330. 

As an at-will employee, Mr. Abou-Sakher did not have a legally recognized

expectation of continued employment with the county. Mr. Abou-Sakher has not

asserted that the chairman of the airport authority violated the Sunshine Law or

applicable statutes, ordinances, or rules involving county employment when he

discharged Mr. Abou-Sakher as airport manager. The record provides no support

for this contention had it been made. Accordingly, the trial court correctly

determined that Mr. Abou-Sakher failed to prove that he had a legally

recognizable right to continued employment as the airport’s part-time manager.
-9-

IV.

We affirm the judgment and remand the case to the trial court for whatever

further proceedings may be required. We tax the costs of this appeal to Rock

Abou-Sakher and his surety for which execution, if necessary, may issue.

____________________________

WILLIAM C. KOCH, JR., JUDGE

CONCUR:

________________________________

SAMUEL L. LEWIS, JUDGE 

________________________________

BEN H. CANTRELL, JUDGE