IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

February 19, 2004 Session

J. HOWARD JOHNSON, ET AL. v. MICHAEL R. ALLISON, ET AL.

Appeal from the Chancery Court for Davidson County

No. 02-3101-II Carol McCoy, Chancellor

No. M2003-00428-COA-R3-CV - Filed October 7, 2004

The parties entered into an option contract for the sale and purchase of a piece of land. The

bargained-for option had a limited duration, with the buyer entitled to extend the option for

additional consideration if it exercised that right within an agreed-upon time frame. The buyer paid

for several extensions, but did not exercise the option before the final option deadline had passed.

The sellers subsequently refused to sell, and the buyer sued for breach of contract and specific

performance. The sellers filed a motion for summary judgment, which the trial court granted. We

affirm the trial court.

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

Affirmed

PATRICIA J.COTTRELL,J., delivered the opinion of the court, in which WILLIAM B.CAIN and FRANK

G. CLEMENT, JR., JJ., joined.

Joseph L. Lackey, Jr., Nashville, Tennessee, for the appellants, J. Howard Johnson, George W.

Holder, Jr., individually and/or As Attorney-In-Fact for Wesley Holder, III, and Robert F. Lance, all

d/b/a Gateway Development.

Kenneth L. Campbell, Nashville, Tennessee, for the appellees, Michael R. Allison and Diane A.

Allison.

OPINION

I. AN OPTION TO PURCHASE 

The disputed property is a 265 acre tract of land in southwestern Davidson County. The

owners and defendants, Michael Allison and Diane Allison, had been using a portion of the tract for

their sod production business. Two hundred acres of the property was zoned AR-2 (agricultural use),

and the remainder was zoned CS (commercial/light industrial). At some point, the Allisons

(“Sellers”) decided to sell their land.
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The three individual plaintiffs, J. Howard Johnson, George W. Holder Jr., and Robert F.

Lance decided to buy the Allisons’ land and to create a residential development on it. They formed

a limited liability company, Gateway LLC, (“Buyer”) to accomplish their purpose. They understood

that in order for their plans to succeed, they would have to get the zoning of the land changed. 

On February 20, 2001, the Buyer and the Sellers entered into an “Agreement for Purchase

of Real Property,” (“Initial Contract”) whereby the Buyer obtained an option of limited duration to

purchase the property for $2,600,000. The contract also granted the Buyer the right to pursue rezoning of the property while the option was in effect and obligated the Sellers to cooperate in such

re-zoning. 

The Buyer paid $3,000 to make the option available until March 14, 2001. The initial

payment, and any subsequent payments, were to be put into an escrow account and credited to the

purchase price if the sale closed. The Buyer was permitted to extend the option deadline for one

month at a time, by paying $5,000 for each such extension, but only for a limited number of months.

One section of the contract stated, “Time is of the essence of this agreement.” October 14, 2001 was

designated in the contract as the “Final Option Deadline.” An additional provision for extensions to

this deadline was included in Section 2(a) of the Initial Contract:

Notwithstanding the foregoing, if the Buyer has diligently pursued approval by the

Metropolitan Planning Commission of a final subdivision plat for the approximately

200 Acre portion of the property presently zoned AR-2 (hereinafter referred to as the

“Plat Approval”) and if the Buyer has not received the Plat Approval by October 14,

2001, then the Buyer may elect to further extend the Option Deadline until November

14, 2001; similarly, the Buyer may elect to further extend the Option Deadline for

two more monthly periods, if the Plat Approval is not received prior to the Option

Deadline as previously extended. Each of the foregoing three extensions for the Plat

Approval will be elected by depositing with the Escrow Agent, on or before the

Option Deadline then in effect, additional Option Money of $5,000 for each such

extension . . . 

The practical result of this provision was to make January 14, 2002 the new de facto final

option deadline. The contract further provided that the Option was to be exercised by the Buyer

giving the Sellers notice of its intent to purchase and depositing with the escrow agent an additional

option payment of $50,000.

The process of changing the zoning proved to be more time-consuming and complicated than

the Buyer had anticipated. As a result, the Buyer asked the Sellers for an additional extension to the

option period. On December 21, 2001, the parties entered into a “First Amendment to the

Agreement for Purchase of Real Property.” (“Amended Contract”). This agreement specifically

allowed for nine (instead of three) monthly extensions to the original Option Deadline of October

14, 2001, but with the price of each monthly extension after the third extension set at $10,000 instead

of $5,000. 
The appellants’ brief erroneously states that the $50,000 was not to be applied to the purchase price. 1

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Further, the option money from the additional six extensions was to be paid directly to the

Sellers instead of being placed in escrow, and would not be credited against the purchase price. An

additional provision was that if the Buyer did not exercise the option by January 3, 2002, $53,000

would be withdrawn from the escrow account, and paid directly to the Allisons. Of that sum,

$50,000 was to be credited against the purchase price.

1

Despite the deadline extensions, George Holder remained concerned that the zoning change

would still not be completed before the option expired. He spoke about those concerns several times

with David Wilson, Director of Properties for the Allisons’ real estate agent.

On February 26, 2002, Mr. Wilson sent Mr. Holder a letter stating that he and Mike Allison

had met with the Metro Councilman in whose district the subject property was located. The letter

disclosed that the councilman’s schedule left insufficient time for the zoning process to be completed

prior to the expiration of the option contract.

The letter also stated that Mr. Allison would consider a further extension of the contract

under two conditions: (1) the submission of a specific plan (PUD or UDO) to the planning

commission, to Carter & Associates, and to the councilman prior to May 1, 2002, for their

comments, and (2) documentation showing evidence of sufficient funds to close the transaction upon

the zoning bill passing second reading.

The Buyer relies heavily on a second letter from David Wilson to George Holder, dated April

23, 2002. It begins, “[d]uring our recent discussions, you requested clarification regarding the term

length for a contract extension beyond July 14, 2002.” It then summarizes the earlier letter, notes that

the revised development plan has been submitted to the planning commission, and states that “[t]he

requested financial information may be provided anytime prior to May 3, 2002.” The letter also

states that “we feel it would be in everyone’s best interest to provide you with an extra month or two

beyond July to finalize and close the transaction,” and “[i]n the event that rezoning is postponed or

delayed beyond July, Mike may consider an additional contract extension.”

Below the closing and Mr. Wilson’s signature, the following sentence appears in italic type:

This letter is for information and discussion purposes only and is not intended to be

an offer to extend the contract. Any extension must be agreed upon in writing by

both the Buyer and Sellers. 

The Buyer did not furnish the Sellers with the financial information by May 3, as requested

in Mr. Wilson’s letter. The zoning change passed its second reading on July 16. Earlier that same

day, however, plaintiff Howard Johnson had gone on the property to get some information for the

councilman. While he was on the property, Mike Allison asked Mr. Johnson, “you realize you no

longer have a contract?” 
An Agreed Order filed on January 6, 2003 replaced Gateway Development, Inc. as the sole named plaintiff 2

with J. Howard Johnson, George W. Holder Jr., individually and/or as attorney-in-fact for Wesley Holder III, and Robert

F. Lance, d/b/a Gateway Development, Inc.

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The Buyer had tendered a $10,000 check to the defendants on July 12 with the intention of

extending the option period to August 14. The Sellers accepted the check at that time, but did not

cash it. By the week of July 23, the Buyer had finally gotten all the necessary financing arranged and

met with David Wilson to advise him of that fact. Mr. Wilson refused to give them a contract, and

he subsequently returned the check of July 12. On August 14, George Holder offered another

$10,000 check for the August extension, but Mr. Wilson told him it would not be accepted. The

rezoning passed its third reading on August 20, and was signed by the Mayor on August 21.

II. COURT PROCEEDINGS

Gateway Development filed a Complaint for breach of contract in the Davidson County

Chancery Court on October 17, 2002. The Complaint recited that the Buyer had spent in excess of 2

$234,000 for option payments, engineering and other expenses in an effort to get the property

rezoned, that the zoning change inured to the benefit of the Sellers, and asserted that the Buyer was

entitled to specific performance of the option contract. 

The Buyer advanced two theories to support the claim: first, that the option period did not

end until some time in August of 2002; second, that even if the option expired on July 15, 2002, the

defendants should be estopped from so asserting because they had impliedly promised the plaintiffs

an extension of the option deadline until the property was rezoned. The Sellers responded with an

Answer and a Counter-Complaint, asking for a Declaratory Judgment that the option agreement was

unenforceable or had expired. They subsequently filed a Motion for Summary Judgment.

After a hearing on the Motion, the trial court granted summary judgment to the Sellers. In

its judgment of January 14, 2003, the court specifically held that the final option deadline was July

15, 2002, and that the plaintiffs did not exercise the option in the manner required by the contract

by giving notice to the defendants and depositing $50,000 with the escrow agents before that date.

This appeal followed.

III. SUMMARY JUDGMENT AND CONTRACT PRINCIPLES

Summary judgment is only appropriate where there are no genuine issues of material fact and

the moving party is entitled to judgment as a matter of law. McCarley v. West Quality Food

Services, 960 S.W.2d 585, 588 (Tenn. 1998); Byrd v. Hall, 847 S.W.2d 208, 211 (Tenn.1993); Tenn.

R. Civ. P. 56.04.

In this case, there is no dispute as to the operative facts: that is, as to the sequence of events

that occurred during the ongoing dealings between the parties. Insofar as there is a dispute as to the

date on which the option expired, that is a matter of contract interpretation, and therefore a question
The Buyer argued in separate documents that the effective date was December 26 and also that it was 3

December 31. The inconsistency apparently arose from confusion about the effect they wished to attribute to the five-day

interval after signing when the first option payment became due. 

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of law rather than a material question of fact such as would preclude summary judgment. See

Planters Gin Co. v. Federal Compress & Warehouse Co., Inc., 78 S.W.3d 885, 890 (Tenn. 2002);

Doe v. HCA Health Services of Tenn., Inc., 46 S.W.3d 191, 196 (Tenn. 2001). Our review of the

trial court’s legal conclusions is de novo, with no presumption of correctness accorded to its

judgment. Bain v. Wells, 936 S.W.2d 618, 622 (Tenn.1997). 

It is well-established that “[t]he cardinal rule for interpretation of contracts is to ascertain the

intention of the parties and to give effect to that intention, consistent with legal principles.” Pearsall

Motors Inc. v. Regal Chrysler-Plymouth, Inc., 521 S.W.2d 578, 580 (Tenn. 1975); see also Planters

Gin Co., 78 S.W.3d at 889-890; Galleria Associates, L.P. v. Mogk, 34 S.W.3d 874, 876-77 (Tenn.

Ct. App. 2000).

The intention of the parties is derived from the language of the contract itself. When

interpreting contracts, the courts should give each term its usual, natural and ordinary meaning.

Planters Gin Co., 78 S.W.3d at 889-890; Evco Corp. v. Ross, 528 S.W.2d 20, 23 (Tenn.1975);

Realty Shop, Inc. v. RR Westminster Holding, Inc., 7 S.W.3d 581, 597 (Tenn. Ct. App. 1999).

The courts should avoid strained constructions which create ambiguities where none actually

exist. Planters Gin Co., 78 S.W.3d at 891; Hillsboro Plaza Enterprises v. Moon, 860 S.W.2d 45,

47-48 (Tenn. Ct. App. 1993). If the contract is unambiguous, then the court may not look beyond

its four corners to ascertain the parties’ intentions. Rogers v. First Tennessee Bank National Ass’n,

738 S.W.2d 635, 637 (Tenn. Ct. App. 1987); Bokor v. Holder, 722 S.W.2d 676, 679 (Tenn. Ct. App.

1986).

IV. ISSUES ON APPEAL

A. THE FINAL OPTION DATE

The Buyer note that both the original contract and the amended agreement contain clauses

stating that the “effective date” of each agreement would be “the date the last of Buyer and Sellers

have executed this agreement.” Since the Amended Agreement was signed by the Sellers and

delivered to the Buyer on December 26, 2001, the Buyer contends that the final option deadline

should be eight months later, or August 26, 2002. In the alternative, they argue that at the very least, 3

the contract contains an ambiguity as to the final date the option could be exercised. 

The language of both contracts makes clear, however, that there is no connection between

the effective date of the contract and the final option deadline. The effective date of the Initial

Contract functions as the starting point to determine the date for the Buyer’s obligation to deposit

the option money with the Escrow Agent (“within 5 business days from the effective date of this
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Agreement”), and to conduct a survey of the property (“within 90 days from the Effective Date”).

Under the Amended Contract, the Buyer’s obligation to deposit the option money with the Escrow

Agent is also stated to be within 5 business days from its effective date. 

The contract language referring to the final option date is complex, but it is not ambiguous.

A final option date of October 14, 2001 is specified in the Initial Contract, with three possible

extensions from that date measured in one month intervals. The Amended section 2(a) of the

Contract increases the number of possible extensions as follows:

However, the Buyer can extend the Option Deadline for one month by

depositing directly with the Escrow Agent, on or before March 14, 2001, additional

Option Money of $5,000.00. If the Buyer elects the foregoing first extension of the

Option Deadline, then the Buyer may elect to further extend the Option Deadline for

six successive monthly periods by depositing with the Escrow Agent, on or before

the Option Deadline then in effect, additional Option Money of $5,000.00 for each

such extension, so that if all of the extensions are elected, the final Option Deadline

is October 14, 2001. Notwithstanding the foregoing, if the Buyer has diligently

pursued approval by the Metropolitan Planning Commission of the final subdivision

plat for the approximately 200 acre portion presently zoned AR-2 (hereinafter

referred to as the Plat Approval) and if the Buyer has not received the Plat Approval

by October 14, 2001, then the Buyer may elect to further extend the Option Deadline

until November 14, 2001: similarly, the Buyer may elect to further extend the Option

Deadline for eight more monthly periods, if the Plat Approval is not received prior

to the Option Deadline as previously extended. Each of the foregoing nine

extensions for the Plat Approval will be elected by depositing with the Escrow

Agent, on or before the Option Deadline then in effect, additional Option Money of

$5,000.00 for each such extension.

Although it refers in one sentence to “eight more monthly periods,” and in another to “the

foregoing nine extensions,” there is no ambiguity, because the nine extensions are clearly meant to

be measured from the initial final option deadline of October 14, 2001, and the eight additional

monthly periods are specified to extend from November 14, 2001, the date of the first option

extension.

To sum up, the initial contract recited a final option deadline of October 14, 2001, but

allowed for three additional extensions to bring the actual deadline date to January 14, 2002. The

amendment of December 26, 2001 added another six extensions, indicating a new final deadline date

of July 14, 2002. Since that date fell on a Sunday, the clause of the contract relating to computation

of time advances the actual deadline to the next business day, July 15, 2002. The Buyer have

attempted to find an ambiguity by linking unrelated provisions of the contract together, resulting in

what can only be characterized as a strained construction. The carefully worded clauses which refer

to the option deadlines are not at all ambiguous.
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Consequently, the Buyer’s option expired July 15, 2002. No further extension was negotiated

or agreed upon. Further, Buyer did not exercise the option prior to its expiration.

B. “TIME IS OF THE ESSENCE”

In an ordinary contract to purchase real property, the inability of a party to close on the date

recited in the contract is not considered to be a material breach of the contract. The general rule is

that time is not of the essence in a real estate sales contract, unless the contract specifies otherwise.

Hillard v. Franklin, 41 S.W.3d 106, 113 (Tenn. Ct. App. 2000); Lewis v. Muchmore, 26 S.W.3d 632,

639 (Tenn. Ct. App. 2000). 

The rule is the exact opposite for option contracts. Unlike a contract of sale, an option

contract is a unilateral contract, “which acts as a continuing offer, given for consideration, to

purchase or lease property at an agreed upon price and terms, within a specified time.” (emphasis

added). BLACK’S LAW DICTIONARY (5th ed. 1979). Thus, “The rule is uniform that both at law and

in equity, time is of the essence of an option contract. The rule is necessary from the very nature of

the contract itself.” Ray v. Thomas, 232 S.W.2d 32, 34 (Tenn. 1950)(citing WILLISTON ON

CONTRACTS § 853; 17 C.J.S. Contracts § 504 at 1072). See also Allen v. National Advertising Co.,

798 S.W.2d 766, 768 (Tenn. Ct. App. 1990).

There was therefore no need for the parties to include, as they did, the phrase “time is of the

essence” in their contract, since the contract, by its nature, already included that provision.

Obviously, harsh results may sometimes follow when a party is at risk for losing all its rights by

failing to act in a timely fashion. This is especially likely in cases like the present one, where the

optionee had difficulty establishing the financial and regulatory conditions necessary to exercise the

option.

In this appeal, the Buyer has focused almost entirely on the problems it encountered in trying

to change the zoning within the time permitted by the option, a matter that ultimately proved to be

beyond its control. We note, however, that the contract did not make a change in zoning a condition

for the Buyer’s exercise of the option. The Buyer was permitted to pursue re-zoning of the property

under the contract (and was promised the Sellers’ cooperation in that endeavor), but was not required

to do so.

The Buyer argues otherwise, contending that the contract allowed the Sellers to decline to

close during the option period if the re-zoning was not accomplished. But a fair reading of the

contract shows this not to be the case. While the Buyer’s difficulties with zoning and financing were

unfortunate, there was nothing in the contract itself that would have prevented it from purchasing

the property at any time prior to the final option deadline.
Additionally, the Initial Contract itself states that “[n]o provisions of this Agreement may be amended or added 4

to except by agreement in writing signed by the parties or their respective successors in interest.”

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C. ESTOPPEL

The Statute of Frauds requires any contract for the sale of real property to be in writing in

order to be enforceable. Tenn. Code Ann. § 29-2-101(4). This includes contracts which grant a

party an option to purchase such property. Anderson v. Hacks Crossing Partners, 3 S.W.3d 482, 4

485 (Tenn. Ct. App. 1999); GRW Enterprises, Inc. v. Davis, 797 S.W.2d 606, 612 n.6 (Tenn. Ct.

App. 1990). It is undisputed that the parties did not enter into a written agreement to extend the

option beyond the date set out in the Amended Contract. 

The Buyer seeks to avoid the operation of the Statute of Frauds by relying on the defense of

equitable estoppel. It argues that the Sellers should not be allowed to rely on the July 15, 2002

deadline for exercising the option, because of assurances made by the Sellers’ agent which led the

Buyer to believe that the deadline had been or would be extended. The elements that must be proven

to establish equitable estoppel as a defense to the exercise of a legal right are well established.

The doctrine of equitable estoppel requires evidence of the following elements with

respect to the party against whom estoppel is asserted:

(1) Conduct which amounts to a false representation or concealment of

material facts, or, at least, which is calculated to convey the impression that

the facts are otherwise than, and inconsistent with, those which the party

subsequently attempts to assert; (2) Intention, or at least expectation that

such conduct shall be acted upon by the other party; (3) Knowledge, actual

or constructive of the real facts.

Equitable estoppel also requires the following elements with respect to the party

asserting estoppel:

(1) Lack of knowledge and of the means of knowledge of the truth as to the

facts in question; (2) Reliance upon the conduct of the party estopped; and

(3) Action based thereon of such a character as to change his position

prejudicially.

Osborne v. Mountain Life Ins. Co, 130 S.W.3d 769, 774 (Tenn. 2004) (citations omitted). See also

Roach v. Renfro, 989 S.W.2d 335, 339 (Tenn. Ct. App. 1998)

It is the burden of the party seeing to invoke estoppel to prove each and every one of its

elements. Bokor, 722 S.W.2d at 680; Third National Bank v. Capitol Records, Inc., 445 S.W.2d

471, 476 (Tenn. Ct. App. 1969). We note that in this case, the Buyer does not allege concealment

or false representations of material facts. The Buyer had the same access to the facts as did the
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Sellers, and does not assert that the Sellers misled it as to the prospects for timely completion of the

rezoning process. The Buyer complains, rather, that the Sellers’ agent made representations that led

it to believe that the final option deadline would either be extended or waived.

While it appears that the Buyer may indeed have relied to its detriment upon certain

statements made by Mr. Wilson, it did so despite other statements made simultaneously by the agent,

which at the very least should have made it aware of the necessity for caution. The evidence also

shows that the Buyer knew that Mr. Wilson did not have the authority to bind the Sellers, and that

the Sellers would not necessarily agree to another extension of the option.

The Buyer cites as the basis for his argument an oral statement by Mr. Wilson, and the

agent’s letter of April 23, 2002. The Buyer claims that in an April 2002 meeting, Mr. Holder and

Mr. Johnson asked Mr. Wilson for an extension just in case the matter did not go through planning,

zoning and plat approval within the contract time. Mr. Wilson allegedly said, “I will not agree to

that, but you do not have to worry about this as long as the zoning is proceeding. You’re dealing

with honorable and ethical people and we will do what is right.”

Regardless ofthe accuracy of the above characterization, it was not reasonable for the Buyer

not to insist on a new extension before proceeding further. Mr. Wilson’s letter of April 23, 2002

states in part,

In the event that rezoning is postponed or delayed beyond July, Mike may consider

an additional contract extension, however the transaction must be closed prior to the

next scheduled seasonal planting of the sod crop (end of September to mid October

contingent upon weather conditions) regardless of the property’s zoning status. 

We note that while the letter holds out the possibility of an option extension (“Mike may

consider an additional extension...”), it does not promise any such extension. Further, as we stated

above, the bottom of the letter also recites, “[t]his letter is for information and discussion purposes

only and is not intended to be an offer to extend the contract. Any extension must be agreed

upon in writing by both the Buyer and Sellers.”

The proof indicates that all parties were experienced businesspeople who were negotiating

at arms’ length. The Buyer was represented by an attorney. The equivocal representations by the

Sellers’ agent should not have led an experienced businessperson to assume that a contract deadline

could be safely ignored. Apparently, the Buyer never made an effort to obtain another extension in

writing as the letter suggested. Further, the Buyer could have protected its interest by taking action

before July 15 to comply with the contract as written by “(a) giving notice to the Sellers of the

Buyer’s intent to purchase and (b) depositing with the Escrow Agent an additional Option Payment

of $50,000.00.”
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Our courts have stated on numerous occasions that estoppel is not favored under our law.

Sturkie v. Bottoms, 310 S.W.2d 451, 453 (Tenn. 1958); Moore v. Carter, 277 S.W.2d 427, 431

(Tenn. 1954); York v. Vulcan Materials Co., 63 S.W.3d 384, 388 (Tenn. Ct. App. 2001); Grant v.

Prograis, 979 S.W.2d 594, 602 (Tenn. Ct. App. 1997); State ex rel. Sexton v. Sevier County, 948

S.W.2d 747, 750 (Tenn. Ct. App.1997). Since the application of promissory estoppel in contract

cases creates an exception to the Statute of Frauds, it should not be applied too liberally lest the

exception swallow the rule. See Shedd v. Gaylord Entertainment Co., 118 S.W.3d 695, 698 (Tenn.

Ct. App. 2003).

The Buyer relies on the case of GRW Enterprises, Inc., 797 S.W.2d 606. In that case, this

court ordered specific performance of an option contract, despite the fact that the final deadline date

recited in the written contract was December 15, 1987, and the optionee did not attempt to exercise

the option until December 22, 1987.

While the above-described fact pattern appears at first glance to present a situation similar

to the one before us, a deeper look reveals important distinctions between the two cases. The reason

for our apparent deviation from the strict application of the deadline in GRW had to do with events

that occurred at the time the parties negotiated their contract. The proof showed that from the very

beginning of their negotiations, the parties intended the option to run for ninety days after the option

was executed.

The parties drafted a contract, but delayed its execution. They then agreed to revise the

contract so its dates would coincide with the dates of a another option contract, between the plaintiff

and the Gulf Oil Company, which wished to become the ultimate owner of the property. The parties

accordingly added interlineations and initials to the unexecuted contract to reflect a change in

execution date from September 15 to September 23, 1987. However, they inadvertently neglected

to change the deadline date as well. The subsequent course of dealings between the parties (up until

the point that the defendant decided not to go through with the sale) indicated that they both

understood the correct deadline date to be December 23. 

The parol evidence rule does not allow parties to use parol evidence to vary the plain terms

of a written contract. There is an exception for situations where it can be proven that the written

terms do not accurately reflect the intentions of the parties at the time of their contracting. Id. at 613;

see also Gulf Insurance Co. v. Construx, Inc., No. M1999-02803-COA-R3-CV, 2001 WL 840240

at *10 (Tenn. Ct. App. Jul 26, 2001) (no Tenn. R. App. P 11 application filed). 

In GRW, the proof was overwhelming that the deadline date recited in the contract did not

reflect a true meeting of the minds of the parties. They intended to create an option contract of

ninety days duration, beginning on September 23, 1987, but an oversight on both their parts

prevented the written contract from expressing this intention.

In the case before us, no drafting error was alleged, and the Buyer was aware from the very

beginning that while it was entitled to pay for monthly extensions to its option rights, the number
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of such extensions would be limited. There can be no doubt that the parties reached a meeting of

the minds on both the Initial Contract and the Amended Contract. The Buyer’s estoppel argument

is based on conduct by the Sellers or their agent that occurred months after the Amended Contract

was executed. For the reasons stated above, we have rejected that argument. 

IV.

The judgment of the trial court is affirmed. We remand this case to the Chancery Court of

Davidson County for any further proceedings that may be necessary. Tax the costs on appeal to the

appellants, J. Howard Johnson, George W. Holder, Jr., individually and/or As Attorney-In-Fact for

Wesley Holder, III, and Robert F. Lance, all d/b/a Gateway Development.

____________________________________

PATRICIA J. COTTRELL, JUDGE