IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

October 7, 2021 Session

COOKEVILLE PLATINUM, LLC V. SATELLITE M.D., LLC

Appeal from the Chancery Court for Putnam County

No. 2020-51 Ronald Thurman, Chancellor

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No. M2021-00341-COA-R3-CV

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This appeal arises from a breach of contract action brought by the successful bidder at a 

real estate auction. Following the auction, the execution of a Commercial Purchase and 

Sale Agreement (“Purchase Agreement”), and the buyer’s remittance of the required 

earnest money, the parties disputed whether a gravel alley was to be included in the sale.

After the seller refused to include the gravel alley in the sale, the buyer refused to close the 

sale and commenced this action, seeking to recover from the seller the earnest money 

deposit plus all costs and attorney’s fees incurred in these proceedings. Following the filing 

of the complaint and answer, each party filed a Tenn. R. Civ. P. 12.03 motion for judgment 

on the pleadings with the principal issues being whether the Purchase Agreement, which 

included an integration clause, constituted the complete agreement of the parties and, if so, 

whether the property description within the Purchase Agreement unambiguously identified 

the property to be sold as including the disputed gravel alley. The trial court granted the 

buyer’s motion based on its determination that the Purchase Agreement was fully

integrated and constituted the parties’ complete agreement. The trial court also ruled that 

any evidence contradicting or supplementing the property description was inadmissible.

After assessing the plain language of the Purchase Agreement, the trial court found that the 

property description clearly and unambiguously referenced a deed map, which included 

the gravel alley. For these reasons, the trial court held that the seller breached the contract 

by refusing to include the gravel alley in the sale and ordered that the buyer’s earnest money 

be refunded with interest. The buyer then moved for an award of attorney’s fees based on 

the terms of the Purchase Agreement, which the trial court granted. This appeal followed.

Finding no error, we affirm the trial court in all respects. We also find that the buyer, as 

the prevailing party, is entitled to recover the reasonable and necessary costs and attorney’s 

fees it incurred in defending this appeal. Accordingly, we remand this issue to the trial 

court to make the appropriate award.

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

FRANK G. CLEMENT JR., P.J., M.S., delivered the opinion of the Court, in which ANDY D.

BENNETT, J., and JOHN W. MCCLARTY, J., joined.

11/12/2021
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W. Scott Sims, R. Mark Donnell, Jr., Evan S. Rothey, Nashville, Tennessee, for the 

appellant, Satellite M.D., LLC. 

Taylor A. Williams and Thomas H. Jarvis, Knoxville, Tennessee, for the appellee, 

Cookeville Platinum, LLC. 

OPINION

FACTS AND PROCEDURAL HISTORY

In January 2020, Cookeville Platinum, LLC (“Platinum”) and Satellite M.D., LLC 

(“Satellite”) were negotiating the sale of real property located at 1238 Bunker Hill Road; 

however, the negotiations fell through when Satellite informed Platinum that it would not 

include a gravel alley, located on the property’s western boundary, in the sale.

On February 20, 2020, Satellite conducted an auction for the sale of the property. 

The auction posting included, inter alia, a link to a survey plat, recorded prior to the close

of auction, showing that the gravel alley was not included in the property’s new boundary 

line. Platinum entered the winning bid. 

On February 24, 2020, Satellite and Platinum entered into the Purchase Agreement, 

which described the property to be sold as:

All of that tract of land known as: 1238 Bunker Hill Rd., Cookeville, 

Tennessee, 38506, as recorded in Putnam County Register of Deeds Office, 

RB984 deed book(s), 786 page(s), . . .and as further described as: Map 066 

Parcel 084.00 in Cookeville, TN . . . all being hereinafter collectively referred 

to as the “Property”, as more particularly described in Exhibit ‘A’ or if 

Exhibit A is not attached as is recorded with the Register of Deeds of the 

county in which the Property is located and is made a part of this Commercial 

Purchase and Sale Agreement . . . by reference.

Significantly, Exhibit A was not included within the Purchase Agreement, nor was there 

any reference to another external document. Moreover, the referenced deed map described 

the property as including the gravel alley. In addition to the property description, the 

Purchase Agreement contained an integration clause stating, “[t]his Agreement constitutes 

the sole and entire agreement between the parties hereto and no modification of this 

Agreement shall be binding unless signed by all parties or assigns to this Agreement.”

Once both parties signed the Purchase Agreement, Platinum remitted the required 

$137,000 in earnest money, which was placed into escrow pending the closing. Prior to 

closing, however, Platinum learned that Satellite would not include the gravel alley in the 

sale, and Platinum refused to close unless the gravel alley was included. As a consequence 
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of the stalemate, Platinum demanded the return of its earnest money. When Satellite 

refused to return Platinum’s earnest money, Platinum commenced this action.

In their respective pleadings, both parties filed countervailing breach of contract 

claims. Thereafter, both parties moved for judgment on the pleadings. Platinum argued that 

the Purchase Agreement was a fully integrated, unambiguous contract and, as such, 

Satellite could not introduce evidence to alter or supplement its terms. For this reason, 

Platinum maintained that the property to be sold included the gravel alley. 

For its part, Satellite argued that the auction posting, which included terms and a 

survey plat, together with the parties’ prior negotiations and an “as is, where is” clause in 

the Purchase Agreement, showed that the parties formed a contract for the purchase and 

sale of property that did not include the gravel alley. 

After a hearing on December 11, 2020, the trial court granted Platinum’s motion for 

judgment on the pleadings and denied Satellite’s motion. Based on the Purchase 

Agreement’s integration clause, the trial court concluded that the Purchase Agreement was 

fully integrated. For this reason, the court refused to consider evidence of prior 

negotiations, auction terms, or the new survey plat. Moreover, in reviewing the Purchase 

Agreement, the trial court determined that the property description referencing the deed 

was unambiguous. Based on these findings, the court concluded that the boundaries of the 

property to be sold included the disputed gravel alley and that Satellite’s refusal to include 

the gravel alley in the sale constituted a breach of contract. 

Platinum then moved for an award of attorney’s fees relying on Paragraph 15(H) of 

the Purchase Agreement which provides that, in the event of a breach by one party, the 

nonbreaching party should be entitled to recover all costs of enforcement, including 

reasonable attorney’s fees. Based on its prior ruling that Satellite breached the Purchase 

Agreement, the trial court granted Platinum’s motion to recover its reasonable costs and 

attorney’s fees.

In its final order, the trial court ruled that Platinum was entitled to recover the earnest 

money paid according to the Purchase Agreement in the amount of $137,000 and awarded 

Platinum $36,510 in attorney’s fees and costs. The court also ruled that Platinum was 

entitled to post-judgment interest at a rate of 5.25% per annum. This appeal followed.

ISSUES

Satellite raises three issues,

1 which we have consolidated and restated. Satellite’s 

principal issue is whether the trial court erred in granting Platinum’s motion for judgment 

 

1 Satellite’s issues were stated as follows: 
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on the pleadings. To decide this issue, we must first determine: (1) whether the Purchase 

Agreement, which included an integration clause, constituted the complete agreement of 

the parties, and, if so, (2) whether the property description within the Purchase Agreement 

unambiguously identified the property to be sold as including the disputed gravel alley.

Satellite also contends that the trial court erred in awarding Platinum a judgment of $36,510 

for attorney’s fees and costs. For its part, Platinum contends that the trial court should be 

affirmed in all respects; it additionally seeks to recover the costs and attorney’s fees it 

incurred in this appeal.

STANDARD OF REVIEW

Because distinctly different standards of review pertain to the issues on appeal, we 

shall identify the standard that applies to each issue as it is discussed below.

ANALYSIS

I. JUDGMENT ON THE PLEADINGS

Any party, whether the plaintiff, defendant, or counter-claimant, may move for 

judgment on the pleadings. Tenn. R. Civ. P. 12.03. “A motion for judgment on the 

pleadings tests only the validity of the legal theories pled by the party opposing the motion, 

and not the strength of the proof.” Brewer v. Piggee, No. W2006-01788-COA-R3-CV, 

2007 WL 1946632, at *6 (Tenn. Ct. App. July 3, 2007) (citations omitted). A motion for 

judgment on the pleadings “is filed pursuant to Tennessee Rule of Civil Procedure 12.03 

and is similar to a motion to dismiss for failure to state a claim, except that it is made after 

an answer is filed rather than before.” Edwards v. Urosite Partners, No. M2016-01161-

COA-R3-CV, 2017 WL 1192109, at *3 (Tenn. Ct. App. Mar. 30, 2017) (citations omitted). 

“We review a trial court’s decision on a Tennessee Rules of Civil Procedure 12.03 

motion . . . de novo with no presumption of correctness.” Voya Ret. Ins. & Annuity Co. v. 

Johnson, No. M2016-00435-COA-R3-CV, 2017 WL 4864817, at *1 (Tenn. Ct. App. Oct. 

27, 2017) (citing Young v. Barrow, 130 S.W.3d 59, 63 (Tenn. Ct. App. 2003)). “We assume 

all factual allegations of the non-moving party are true.” Id. (citation omitted). “We must 

also accept as true ‘all reasonable inferences drawn’ from the non-moving party’s wellpleaded facts and ‘treat as false all allegations of . . . the moving party[] which are denied.’” 

City of Morristown et al. v. Michael W. Ball et al., No. E2020-01567-COA-R3-CV, 2021 

WL 4449237, at *4 (Tenn. Ct. App. Sept. 29, 2021) (quoting McClenahan v. Cooley, 806 

S.W.2d 767, 769 (Tenn. 1991)). “Conclusions of law are not admitted nor should judgment 

 

1. Whether the trial court erred in granting Cookeville Platinum, LLC’s motion for

judgment on the pleadings. 

2. Whether the trial court erred in denying Satellite M.D., LLC’s motion for judgment 

on the pleadings. 

3. Whether the Court erred in awarding post-judgment interest, court costs, and 

attorney’s fees to Cookeville Platinum, LLC.
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on the pleadings be granted unless the moving party is clearly entitled to judgment.” Id.

“[I]f the facts alleged in a pleading, or the reasonable inferences that may be drawn 

therefrom, could entitle the pleader to recovery under any legal theory, even if not the legal

theory proposed in the pleading, judgment on the pleadings is inappropriate.” Id. at *5 

(citing Webb v. Nashville Area Habitat for Humanity, Inc., 346 S.W.3d 422, 427 (Tenn. 

2011)). 

In granting Platinum’s motion for judgment on the pleadings, the trial court 

concluded that the Purchase Agreement was fully integrated. For this reason, the court 

refused to consider evidence of prior negotiations, auction terms, or the new survey plat. 

Moreover, in reviewing the Purchase Agreement, the trial court determined that the 

property description referencing the deed was unambiguous. Based on these findings, the 

court concluded that the boundaries of the property to be sold included the disputed gravel 

alley and that Satellite’s refusal to include the gravel alley in the sale constituted a breach 

of contract. 

A. Fully Integrated Contracts

“An integrated agreement is a writing constituting a final expression of one or more 

terms of an agreement; a completely integrated agreement has been ‘adopted by the parties 

as a complete and exclusive statement of the terms of the agreement.’” Individual 

Healthcare Specialists, Inc. v. BlueCross BlueShield of Tenn., Inc., 566 S.W.3d 671, 696 

(Tenn. 2019) (citing Schaeffer v. Am. Honda Motor Co., 976 F.Supp. 736, 741 (W.D. Tenn. 

1997)) (footnote omitted). The Purchase Agreement states in pertinent part: “This 

Agreement constitutes the sole and entire agreement between the parties hereto and no 

modification of this Agreement shall be binding unless signed by all parties or assigns to 

this Agreement.” Based on the clear language used by the parties, the Purchase Agreement 

constitutes a completely integrated agreement.

The parol evidence rule prohibits the use of extrinsic evidence to supplement or 

contradict the written terms of a fully integrated contract. Id. at 694. In fact, “the parol 

evidence rule is most restrictive when the contract at issue is fully or 

completely integrated—that is, when it is intended to be the complete and exclusive 

statement of the parties’ agreement.” Id. (citations omitted). 

When a contract is fully integrated, the parol evidence rule does more than 

prohibit the use of pre-contract negotiations to contradict 

the contract’s terms; it also prohibits the use of pre-contract negotiations 

within the scope of the agreement in a way that would supplement or limit its 

terms, even if that evidence is consistent with the written terms of 

the contract. See id.; see also Anderson v. St. Louis Terminal Warehouse Co., 

173 F.2d 436, 438 (6th Cir. 1949); Strickland v. City of Lawrenceburg, 611 

S.W.2d 832, 838 (Tenn. Ct. App. 1980) (citing Bunge Corp. v. Miller, 381 

F.Supp. 176, 178 (W.D. Tenn. 1974)). In other words, “[w]hen a contract is 
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partially integrated, it may not be contradicted by parol evidence, but may be 

supplemented by consistent, additional terms;” however, when 

a contract is fully integrated, “it also may not be ... supplemented by 

additional terms, whether consistent or inconsistent.” FELDMAN, 21 Tenn. 

Practice § 8:50 (emphasis added); see Restatement (Second) of Contracts § 

213 & cmt. c (“Where the parties have adopted a writing as a complete and 

exclusive statement of the terms of the agreement, even consistent additional 

terms are superseded.”).

Id. at 696-97 (footnote omitted). As our Supreme Court further explained in 

Individual Healthcare Specialists:

When the parties’ contracts are fully integrated, general extrinsic evidence 

of context may be used to interpret the contractual language in line with the 

parties’ intent, but the parol evidence rule prohibits the use of evidence of 

pre-contract negotiations in order to vary, contradict, or supplement 

the contractual terms of a fully integrated agreement.

Id. at 697 (emphasis added).

Accordingly, we agree with the trial court’s conclusion that the Purchase Agreement 

was fully integrated. We also agree with the determination that the court may not consider 

parol evidence of prior negotiations, auction terms, or the new survey plat to the extent 

such evidence would “vary, contradict, or supplement the terms of the Purchase 

Agreement.” See id.

B. Is the Property Description Unambiguous?

We must now determine whether the property description within the Purchase 

Agreement unambiguously identified the property to be sold as including the disputed 

gravel alley.

“A contract provision is ambiguous only when it is of uncertain meaning and may 

be fairly understood in more ways than one.” Dog House Investments, LLC v. Teal 

Properties, Inc., 448 S.W.3d 905, 913 (Tenn. Ct. App. 2014) (quoting Planters Gin Co. v. 

Fed. Compress & Warehouse Co., 78 S.W.3d 885, 890 (Tenn. 2002)) (emphasis added). If 

the terms of a valid contract are “clear and unambiguous, the literal meaning of the 

language controls the outcome of contract disputes.” Planters Gin, 78 S.W.3d at 890.

The property description, located on the first page of the Purchase Agreement, 

identifies the property to be sold as:
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All of that tract of land known as: 1238 Bunker Hill Rd., Cookeville, 

Tennessee, 38506, as recorded in Putnam County Register of Deeds Office, 

RB984 deed book(s), 786 page(s), . . .and as further described as: Map 066 

Parcel 084.00 in Cookeville, TN . . . all being hereinafter collectively referred 

to as the “Property”, as more particularly described in Exhibit ‘A’ or if 

Exhibit A is not attached as is recorded with the Register of Deeds of the 

county in which the Property is located and is made a part of this 

Commercial Purchase and Sale Agreement . . . by reference.

(Emphasis added).

While the provision mentions an Exhibit A, no such exhibit was included. In the 

absence of such an exhibit, the Purchase Agreement specifically references and 

incorporates the property description “as is recorded with the Register of Deeds” of Putnam 

County. This language cannot be fairly understood to reference anything other than the 

specific map that it identifies by book and page numbers. For this reason, the property 

description is clear and unambiguous. 

Thus, turning to the plain language of the Purchase Agreement, the property to be 

sold is the property laid out in the expressly referenced deed “as recorded in Putnam County 

Register of Deeds Office,” the property description of which includes the disputed gravel 

alley. Therefore, we affirm the trial court’s decision to grant Platinum’s motion for 

judgment on the pleadings and to deny Satellite’s motion.

2

II. THE TRIAL COURT’S AWARD OF ATTORNEY’S FEES

A party to a civil action may not recover its attorney’s fees in the absence of a 

statute, contractual provision, or other recognized ground allowing for recovery. See 

Cracker Barrel Old Country Store, Inc. v. Epperson, 284 S.W.3d 303, 308 (Tenn. 2009). 

Costs and attorney’s fees are recoverable under an express contractual provision “if the 

language of the agreement is broad enough to cover such expenditures.” Pullman Standard, 

Inc. v. Abex Corp., 693 S.W.2d 336, 338 (Tenn. 1985) (citations omitted). Thus, parties 

that have prevailed in litigation to enforce contract rights are entitled to recover their 

reasonable attorney’s fees if they can demonstrate that the contract upon which the claim 

is based “contains a provision entitling the prevailing party to its attorney’s fees.” Hosier 

v. Crye-Leike Commercial, Inc., No. M2000-01182-COA-R3-CV, 2001 WL 799740, at *3 

(Tenn. Ct. App. July 17, 2001).

 

2 We note that Satellite’s challenge to the “cascade of errors” that followed the grant of Platinum’s 

motion for judgment on the pleadings is dependent on the propriety of that decision. Because we have 

affirmed the trial court’s grant of judgment on the pleadings in favor of Platinum on the breach of contract 

claim, this renders moot Satellite’s contention that Platinum was not entitled to recover post-judgment 

interest on the monetary awards. See Tenn. Code Ann. § 47-14-122 (mandating such an award). 
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The Purchase Agreement upon which Platinum’s breach of contract claim is based 

entitles “the prevailing party” to recover post-judgment interest, court costs, and attorney’s 

fees. Paragraph 15(H) of the Purchase Agreement provides: “In the event that any party 

hereto shall file suit for breach or enforcement of this Agreement . . . the prevailing party 

shall be entitled to recover all costs of such enforcement, including reasonable attorney’s 

fees.” (Emphasis added).

The plain language of this provision is clear. As the prevailing party, Platinum is

entitled to recover all costs of enforcement, including reasonable attorney’s fees. Thus, we 

affirm the trial court’s ruling that Platinum was entitled to recover its reasonable and 

necessary costs and attorney’s fees incurred in enforcing its rights under the Purchase 

Agreement.

This brings us to the question of the amount of the award, “a trial court evaluating 

the reasonableness of an award of attorney’s fees must consider the factors provided in 

Tennessee Supreme Court Rule 8, RPC 1.5.” Ellis v. Ellis, 621 S.W.3d 700, 708 (Tenn. Ct. 

App. 2019) (citing Wright ex rel. Wright, 337 S.W.3d 166, 185 (Tenn. 2011)). Some of the

factors to be considered in determining the reasonableness of a fee include:

“(1) the time and labor required, the novelty and difficulty of the questions 

involved, and the skill requisite to perform the legal service properly; . . . (3) 

the fee customarily charged in the locality for similar legal services; . . . (7) 

the experience, reputation, and ability of the lawyer or lawyers performing 

the services[.]”

Tenn. Sup. Ct. R. 8, RPC 1.5.

The amount of attorney’s fees to award is within the discretion of the trial court and 

will be upheld unless the trial court abuses its discretion. See Eberbach v. Eberbach, 535 

S.W.3d 467, 479 (Tenn. 2017); see also Wright, 337 S.W.3d at 176. The abuse of discretion 

standard does not permit reviewing courts to substitute their discretion for the discretion of 

the trial court. Lee Med., Inc. v. Beecher, 312 S.W.3d 515, 524 (Tenn. 2010). Nevertheless, 

the abuse of discretion standard of review does not immunize a lower court’s decision from 

any meaningful appellate scrutiny. Id.

Discretionary decisions must take the applicable law and the relevant facts 

into account. An abuse of discretion occurs when a court strays beyond the 

applicable legal standards or when it fails to properly consider the factors 

customarily used to guide the particular discretionary decision. A court 

abuses its discretion when it causes an injustice to the party challenging the 

decision by (1) applying an incorrect legal standard, (2) reaching an illogical 

or unreasonable decision, or (3) basing its decision on a clearly erroneous 

assessment of the evidence. . . .
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[R]eviewing courts should review a [trial] court’s discretionary decision to 

determine (1) whether the factual basis for the decision is properly supported 

by evidence in the record, (2) whether the [trial] court properly identified and 

applied the most appropriate legal principles applicable to the decision, and 

(3) whether the [trial] court’s decision was within the range of acceptable 

alternative dispositions. When called upon to review a lower court’s 

discretionary decision, the reviewing court should review the underlying 

factual findings using the preponderance of the evidence standard contained 

in Tenn. R. App. P. 13(d) and should review the [trial] court’s legal 

determinations de novo without any presumption of correctness. 

Id. at 524-25 (citations omitted). Therefore, in our review of the trial court’s decision to 

award $36,510 in costs and attorney’s fees to Platinum, we shall determine whether there 

is a factual basis for the decision, whether the court properly identified and applied the 

applicable legal principles, and whether the amount of the award is within the range of 

acceptable alternative dispositions. Id. at 524.

The record includes an affidavit and itemized list of legal services provided by 

Platinum’s counsel detailing “the time and labor involved in the case, the novelty of the 

questions presented, and the skill required to perform the services properly.” Further, the 

trial court noted that “the amount is reasonable because the fees charged were customary 

in the locality for similar legal services[.]” Accordingly, we find that a factual basis for the 

award of fees is in the record, and the trial court properly identified and applied the relevant 

legal principles. Moreover, although Satellite contends Platinum is not entitled to recover 

any of its attorney’s fees because Satellite did not breach the agreement, Satellite does not 

identify any factual or legal basis upon which the trial court erred in reaching its conclusion 

that the award of $36,510 in costs and attorney’s fees was within the range of reasonable 

alternatives. Therefore, we also find that the amount of the award was within the range of 

reasonable alternatives. 

Accordingly, we affirm the trial court’s decision to award Platinum $36,510 in costs 

and attorney’s fees. 

III. ATTORNEY’S FEES INCURRED BY PLATINUM ON APPEAL

In its statement of the issues, Platinum seeks to recover the attorney’s fees and costs 

it incurred in this appeal. Because Platinum prevailed on all issues on appeal, we find it is 

entitled, pursuant to Paragraph 15(H) of the Purchase Agreement, to recover the reasonable 

and necessary costs and attorney’s fees it incurred in defending this appeal. 

Accordingly, we remand this issue to the trial court to determine the reasonable and 

necessary costs and attorney’s fees Platinum incurred in defending this appeal and to make 

the appropriate award.
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IN CONCLUSION

The judgment of the trial court is affirmed in all respects, and we remand this matter 

to the trial court to determine the reasonable and necessary costs and attorney’s fees 

Platinum incurred in defending this appeal and to make the appropriate award. Costs of 

appeal are assessed against Satellite M.D., LLC. 

________________________________

 FRANK G. CLEMENT JR., P.J.,