IN THE COURT OF APPEALS OF TENNESSEE

AT KNOXVILLE

May 15, 2015 Session

JIMMY L. HENSLEY V. COCKE FARMER’S COOPERATIVE

Appeal from the Circuit Court for Cocke County

No. 32157IV O. Duane Slone, Judge

No. E2014-01775-COA-R3-CV-FILED-AUGUST 31, 2015

Jimmy L. Hensley brought this action to enforce his agreement with a former employer, 

Cocke Farmer’s Cooperative (the co-op), providing for the payment of severance pay to 

him in the event his employment was terminated without cause. Each side moved for 

summary judgment. The trial court held the agreement to be valid and enforceable. 

Accordingly, it granted Hensley summary judgment, awarding him the severance pay set 

forth in the agreement. The co-op appeals. We affirm.

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

Affirmed; Case Remanded

CHARLES D. SUSANO, JR., C.J., delivered the opinion of the court, in which D. MICHAEL 

SWINEY and JOHN W. MCCLARTY, JJ., joined.

Steven H. Trent and R. Andrew Hutchinson, Johnson City, Tennessee, for the appellant, 

Cocke Farmer’s Cooperative. 

F. Braxton Terry, Morristown, Tennessee, Jeffrey C. Taylor, Morristown, Tennessee, and 

W. Lewis Jenkins, Jr., Dyersburg, Tennessee, for the appellee, Jimmy L. Hensley. 

OPINION

I.

Hensley was employed by the co-op for some thirty-seven years, from 1972 until 

his termination on May 20, 2010. During the last fourteen years, he served as the co-op’s 

general manager. On February 18, 2010, the parties executed the agreement at issue, 

which provides in its entirety as follows:
2

Termination Agreement for General Manager

This Severance Agreement is to become effective the date of 

the last party’s signature

Executive or Manager: Jimmy Hensley

Company: Cocke Farmers Co-op

1. Term of Agreement:

This agreement will commence on the first day of this 

agreement and shall terminate on 8-12-2024, unless the terms 

of this agreement are extended or shortened by written 

agreement of both parties.

2. Executive’s Eligibility for Severance:

Executive will be entitled to severance as defined in Section 3 

if company terminates Executive’s employment for reasons 

other than :

(A) Executive’s death

(B) Company is merged and change of control occurs.

(C) Disability

If Executive is prevented from performing his duties and is 

declared disabled by a board certified doctor, Executive’s

severance shall be twelve months salary and payment of 

health insurance premiums equivalent to then current 

coverage until Medicare Ins. is obtained. 

(D) Cause

Cause being criminal acts pertaining to company or 

shareholders, leading to conviction.

3. Severance Package

The severance package will consist of payment equivalent to 

then current salary and payment of health insurance 
3

premiums equivalent to then current coverage from the

termination date to 8-12-2024.

Package will be paid in lieu of any other severance to 

Executive.

4. At Will Employment Status:

Executive’s employment with the Company is “At Will.” 

This means that Executive is free to resign at any time and the 

Company is free to terminate employment at any time for any 

reason.

The fact that Executive is employed “At Will” does not 

relieve Company or Executive of the terms and conditions of 

this agreement.

5. Acknowledgment:

Executive acknowledges that he has read and understands the 

agreement and has entered into it freely based on his own 

judgment.

Company acknowledges it has read and understands this 

agreement and has entered into this agreement freely, based 

on it’s [sic] own judgment.

The person executing this agreement has the full power and 

authority to execute this agreement on behalf of the Company 

and it’s [sic] Board of Directors.

(Bold font in original.)

The minutes of the February 18, 2010 meeting of the co-op’s board of directors

(the board) reflect that “a motion was made . . . to approve the submitted agreement 

between the Cocke Farmers Co-op and Jimmy Hensley, as manager . . . motion carried.” 

The board’s minutes for the March 2010 meeting indicate that “the minutes for the 

February meeting were read and approved.” 

At a May 20, 2010 meeting, the board, according to its minutes, passed two 

motions, i.e., one “to resend [sic] the motion for a 14 year contract for Jimmy Hensley,” 

and another “to dismiss Jimmy Hensley, without cause.” Some two months later, 
4

Hensley filed this action asking, in effect, for enforcement of the agreement and an award 

to him of the severance pay agreed to by the parties. The co-op answered, asserting,

among other things, that the agreement was ambiguous, unsupported by consideration, 

and unenforceable. After discovery, both sides moved for summary judgment.

On May 2, 2014, the trial court entered an order granting Hensley partial summary 

judgment in an order finding and holding as follows:

1. Jimmy Hensley and Cocke Farmers Cooperative entered 

into a valid and enforceable written agreement dated February 

18, 2010, a copy of which the parties have presented to the 

Court in their motions for summary judgment.

2. The written agreement is clear and unambiguous.

3. The agreement was supported by adequate consideration.

4. It is not disputed by Cocke Farmers Cooperative that the 

person who signed the written agreement had the authority to 

sign the agreement on behalf of Cocke Farmers Cooperative.

5. The written agreement executed by the parties was not the 

product of fraud or coercion.

6. At its May 20, 2010, board of directors meeting, Cocke 

Farmers Cooperative discharged Jimmy Hensley without 

cause, as shown by the minutes of the corporation’s board.

7. Cocke Farmers Cooperative therefore owes Jimmy Hensley 

severance benefits under the written agreement executed by 

the parties.

IT IS THEREFORE ORDERED that the motion for summary 

judgment filed by Cocke Farmers Cooperative, Inc. is 

DENIED and the motion for partial summary judgment filed 

by Jimmy Hensley is GRANTED.

IT IS FURTHER ORDERED that this matter is scheduled for 

trial . . . on the issue of the amount [of] damages owed to 

Jimmy Hensley by Cocke Farmers Cooperative.
5

(Capitalization in original.)

On August 14, 2014, the trial court entered a final judgment awarding Hensley 

severance pay under the agreement. The court stated, in pertinent part, as follows:

No genuine dispute exists as to any material fact with respect 

to the benefits owed to Jimmy Hensley by Cocke Farmers 

Cooperative, and judgment should be entered in favor of

Jimmy Hensley.

Jimmy Hensley was, at all times material to these 

proceedings, an at will employee of Cocke Farmer’s 

Cooperative and he did not have any employment agreement 

that entitled him to employment for a specific period of time.

* * *

The severance benefits provided for Jimmy Hensley by 

Cocke Farmer’s Cooperative in the Termination Agreement 

for General Manager are severance benefits under Tennessee 

Law and are not liquidated damages.

The board of directors of the Cocke Farmers Cooperative 

approved the Termination Agreement for General Manager in 

its meeting in February 2010, recorded this fact in its minutes 

for February 2010, and then approved the February 2010 

minutes in its meeting in March 2010.

None of the challenges now raised by Cocke Farmers 

Cooperative to the amount of payments due to Jimmy 

Hensley apply or change the amount due to Jimmy Hensley. 

The severance benefits provided to Jimmy Hensley are not a 

penalty and are not subject to the defenses of mitigation or 

after-acquired evidence.

The computation required to ascertain the amount of 

severance benefits due are purely mathematical based on the 

undisputed facts . . .

The computations to arrive at the figures due to Jimmy 

Hensley are not disputed by any party[.]
6

(Numbering in original omitted.) The trial court ordered the co-op to pay Hensley 

$380,236.21 in accrued severance benefits plus pre-judgment interest. The court further 

ordered the co-op to pay Hensley $6,125 per month plus his premiums “for health 

insurance coverage equivalent to the . . . coverage in force for Jimmy Hensley 

immediately prior to his termination,” until August 12, 2024. The co-op timely filed a 

notice of appeal.

II.

The co-op raises the following issues as taken from its brief:

1. Whether the trial court erred in holding that the alleged 

contract was valid and supported by adequate consideration.

2. Whether the trial court erred in holding that damages under 

the alleged contract were not a penalty, mitigation did not 

apply, and that [Hensley] was owed damages in the amount 

awarded, if any.

3. Whether the trial court erred in holding that no material 

facts were in dispute under Rule 56 of the Tennessee Rules of 

Civil Procedure. 

III.

Our standard of review of a grant of summary judgment in an action filed before 

July 1, 2011,1such as this one, is as follows:

A summary judgment is appropriate only when the moving 

party can demonstrate that there is no genuine issue of 

material fact and that it is entitled to judgment as a matter of 

law. Tenn. R. Civ. P. 56.04; Hannan v. Alltel Publ’g Co., 

270 S.W.3d 1, 5 (Tenn. 2008). When ruling on a summary 

judgment motion, the trial court must accept the nonmoving 

party’s evidence as true and resolve any doubts concerning 

the existence of a genuine issue of material fact in favor of 

the nonmoving party. Shipley v. Williams, 350 S.W.3d 527, 

536 (Tenn. 2011) (quoting Martin v. Norfolk S. Ry., 271 

 

1

In 2011, the General Assembly changed the rubric of summary judgment. This action 

was filed before the change became effective on July 1, 2011. 
7

S.W.3d 76, 84 (Tenn. 2008)). “A grant of summary judgment 

is appropriate only when the facts and the reasonable 

inferences from those facts would permit a reasonable person 

to reach only one conclusion.” Giggers v. Memphis Hous. 

Auth., 277 S.W.3d 359, 364 (Tenn. 2009) (citing Staples v. 

CBL & Assocs., Inc., 15 S.W.3d 83, 89 (Tenn. 2000)). “The 

granting or denying of a motion for summary judgment is a 

matter of law, and our standard of review is de novo with no 

presumption of correctness.” Kinsler v. Berkline, LLC, 320 

S.W.3d 796, 799 (Tenn. 2010).

Dick Broad. Co. of Tenn. v. Oak Ridge FM, Inc., 395 S.W.3d 653, 671 (Tenn. 2013).

IV.

A.

The co-op argues that the agreement is so vague, ambiguous, and indefinite that it 

must be held unenforceable. We disagree. In Wager v. Life Care Ctrs. of America, Inc., 

No. E2006-01054-COA-R3-CV, 2007 WL 4224723 at *10-11 (Tenn. Ct. App. E.S., filed 

Nov. 30, 2007), another case involving a contract for an employee’s severance pay, we 

stated:

In interpreting the contract, we must keep in mind several 

basic tenets of contract law. For instance, the language in 

dispute must be examined in the context of the entire 

agreement. Cocke County Bd. of Highway Comm’rs v. 

Newport Utils. Bd., 690 S.W.2d 231, 237 (Tenn. 1985). “All 

provisions of a contract should be construed as in harmony 

with each other, if such construction can be reasonably made, 

so as to avoid repugnancy between the several provisions of a 

single contract.” Rainey v. Stansell, 836 S.W.2d 117, 119 

(Tenn. Ct. App. 1992). Also, words must be given their usual 

and ordinary interpretation. St. Paul Surplus Lines Ins. Co. 

v. Bishops Gate Ins. Co., 725 S.W.2d 948, 951 (Tenn. Ct.

App. 1986). “A strained construction may not be placed on 

the language used to find ambiguity where none exists.” 

Farmers-Peoples Bank v. Clemmer, 519 S.W.2d 801, 805 

(Tenn. 1975).
8

The language of a contract is ambiguous when its meaning is 

uncertain and when it can be fairly construed in more than 

one way. Id. “An ambiguity does not arise in a contract 

merely because the parties may differ as to interpretations of 

certain of its provisions.” Cookeville Gynecology & 

Obstetrics, P.C. v. Southeastern Data Sys., Inc., 884 S.W.2d 

458, 462 (Tenn. Ct. App. 1994). “Neither the parties nor the 

courts can create an ambiguity where none exists in a 

contract.” Id.

“The 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.” Rainey, 836 

S.W.2d at 118. Of course, the “intention of the parties” refers 

to their intention when the contract was made, not their 

desired interpretations after a dispute arises. The court will 

look to the material contained within the four corners of the 

contract to ascertain its meaning as an expression of the 

parties’ intent. Bob Pearsall Motors, Inc. v. Regal ChryslerPlymouth, Inc., 521 S.W.2d 578, 580 (Tenn. 1975). 

Therefore, if a contractual clause, read in the proper context, 

unambiguously mandates a particular result, we will not 

disturb that result merely because it may be harsh for one 

party or the other. As stated in Wright Med. Tech., Inc. v. 

Orthomatrix, Inc.,

[i]f there is no ambiguity, the court must 

interpret the contract as written, rather than 

according to the unexpressed intention of one of 

the parties. Sutton v. First Nat. [Bank] of 

Crossville, 620 S.W.2d 526 (Tenn. Ct. App.

1981). Courts do not make contracts for the 

parties but can only enforce the contract which 

the parties themselves have made. McKee v. 

Continental Ins. Co., 191 Tenn. 413, 234 

S.W.2d 830, 22 ALR2d 980 (1950).

No. W2000-02744-COA-R3-CV, 2001 WL 523992, *3 

(Tenn. Ct. App. W.S., filed May 17, 2001). “The courts will 

not make a new contract for parties who have spoken for 

themselves, and will not relieve parties of their contractual 
9

obligations simply because these obligations later prove to be 

burdensome or unwise.” Vargo v. Lincoln Brass Works, 

Inc., 115 S.W.3d 487, 492 (Tenn. Ct. App. 2003) (citations 

omitted).

In the present case, the terms of the agreement are clear, definite, unambiguous, and not 

difficult to understand. We affirm the trial court’s judgment that the agreement is not 

void for vagueness. 

B.

The co-op further asserts that the agreement fails for lack of sufficient 

consideration. The agreement provides for severance pay for Hensley, an employee of 

more than thirty-five years, who had been serving as a general manager for fourteen years 

at the time the agreement was executed. The severance pay was due in the event Hensley 

was terminated without cause. The agreement also provided that Hensley’s employment 

status remained “at-will.” The consideration provided by Hensley was his continuing 

employment with the co-op. In this regard, Hensley testified by deposition as follows:

Q. Now, what’s your understanding of the contents of that 

agreement? What do you think that agreement does? What’s 

the purpose?

A. It’s an agreement for me to be employed by Cocke 

Farmer’s Co-Op until I retired in 2024.

* * *

Q. Now, do you agree that that would be a benefit to you, to 

be guaranteed employment until retirement?

A. Well, it would have kept me from looking for other jobs 

until I retired.

Q. Now, what did you give the Co-Op in return?

A. I stayed and worked.

Q. Now, did you promise to work for the Co-Op for a specific 

period of time?
10

A. Well, I was going to work there until I retired. I had 

planned on working there until I retired.

Q. Were you contractually obligated to do so under the terms 

of that agreement?

A. Well, it says that I’d be free to terminate ‒ or, let’s see, 

somewhere ‒ under this No. 4, it says it means the executive 

is free to resign at any company ‒ “at any time and the

company is free to terminate employee at any time.”

Q. Did you give up any job opportunities to sign that 

contract?

A. Once I signed it, I didn’t look for any.

Q. Were you looking before?

A. Yes.

Q. Where were you looking?

A. At other co-ops.

* * *

Q: . . . did you think that signing this contract would prevent 

the board from letting you go?

A. Yes.

Q. And that was your purpose for entering into this contract, 

wasn’t it?

A. My purpose was to retire from Cocke Farmer’s Co-Op.

Q. So, it was part of your purpose for signing that contract to 

try to guarantee yourself employment with the Co-Op until 

the age of 65?

A. Yes.
11

(Emphasis added.)

The co-op cites no authority, nor have we found any, supporting the proposition 

that an executive’s continuing employment is insufficient consideration for a contract 

providing a severance package as part of his or her compensation arrangement. It 

appears that Tennessee appellate courts have not been presented with this precise issue 

before. However, our courts have held on numerous occasions that continuing 

employment is sufficient consideration to support an employment contract in other 

contexts, primarily in construing covenants not to compete. See Cummings Inc. v. 

Dorgan, 320 S.W.3d 316, 336 (Tenn. Ct. App. 2009) (“As an at-will employee, Dorgan’s 

continued employment by Cummings was consideration for his execution of the . . . NonCompete Agreement”); Girtman & Assocs., Inc. v. St. Amour, No. M2005-00936-COAR3-CV, 2007 WL 1241255 at *8 (Tenn. Ct. App. M.S., filed Apr. 27, 2007) (“Continued 

future employment of an at-will employee has been deemed to be sufficient consideration 

in and of itself to support enforcement of a covenant not to compete”) (citing Central 

Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28, 33 (Tenn. 1984); Selox, Inc. v. 

Ford, 675 S.W.2d 474, 475 (Tenn. 1984); Ramsey v. Mutual Supply Co., 427 S.W.2d 

849, 852 (Tenn. Ct. App. 1968)).

We note that if we were to agree with the co-op’s argument, many severance pay 

agreements in Tennessee arguably would be susceptible to invalidation for insufficient 

consideration. This would not be a salutary development. See generally Allmand v. 

Pavletic, 292 S.W.3d 618, 632 (Tenn. 2009) (observing that “severance provisions are 

common and may be viewed favorably as a matter of policy”). The contract specifically 

provides that Hensley would remain an “at-will” employee. We affirm the trial court’s 

holding that “the agreement [is] supported by adequate consideration.” 

C.

Next, the co-op argues that the amount of severance pay the parties agreed upon is 

an unreasonable and unenforceable “penalty.” The co-op cites Guiliano v. Cleo, Inc., 

995 S.W. 2d 88, 101 (Tenn. 1999), for its observation that “if the provision and 

circumstances indicate that the parties intended merely to penalize for a breach of 

contract, then the provision is unenforceable as against public policy.” In this case, the 

provision at issue is an enticement to an employee to continue his “at will” employment 

– Nothing more and nothing less. Furthermore, nothing in the language indicates that the 

subject provisions are intended to “penalize for a breach of contract.” 

Guiliano examined the distinction between a contract for severance pay and one 

providing for liquidated damages, stating as follows:
12

The distinction between liquidated damages and severance 

pay is important in this case. If [the agreement] provides for 

liquidated damages, then recovery is conditioned upon a 

showing that [the employer] breached the contract and that 

the amount of recovery was a reasonable estimation of 

damages. However, if the provision calls for severance pay, 

then recovery by the [employee] is absolute in the event of his 

termination, regardless of whether [the employer] breached 

the contract or whether the amount was a reasonable damage 

assessment.

The term “liquidated damages” is defined by case law as a 

“sum stipulated and agreed upon by the parties at the time 

they enter their contract, to be paid to compensate for injuries 

should a breach occur.” The stipulated amount represents an 

estimate of potential damages in the event of a contractual 

breach where damages are likely to be uncertain and not 

easily proven. 

In contrast, the recovery of severance pay is not conditioned 

upon a breach of contract or a reasonable estimation of 

damages. Generally, severance pay is a form of 

compensation paid by an employer to an employee at a time 

when the employment relationship is terminated through no 

fault of the employee. Black’s Law Dictionary 1374 (6th ed. 

1990). The reason for severance pay is to offset the 

employee’s monetary losses attributable to the dismissal from 

employment and to recompense the employee for any period 

of time when he or she is out of work.

Id. at 96-97 (emphasis added; internal citations and footnote omitted). 

Ten years after Guiliano, the Supreme Court reaffirmed and applied its principles 

in Allmand, 292 S.W.3d at 630-31. Both Allmand and Guiliano, in answering the 

question of whether an employment contract provided for liquidated damages or 

severance pay, apply the fundamental principle that “[c]ourts must look at the plain 

meaning of the words in a contract to determine the parties’ intent.” Allmand, 292 

S.W.3d at 630; Guiliano, 995 S.W.2d at 100 (“courts must focus on the intentions of the 

parties based upon the language in the contract and the circumstances that existed at the 

time of contract formation”). 
13

The contract at issue here, although barely more than a page long, expressly refers 

to “severance agreement” or “severance package” or “severance” four times, not 

including the duplicative section headings. The parties’ express language thereby 

indicates their intention that the agreement is one for severance pay. The co-op’s

argument that the agreement actually provides for liquidated damages is without merit. 

Consequently, the Guiliano case, which states that “if the provision calls for severance 

pay, then recovery by the [employee] is absolute in the event of his termination, 

regardless of whether . . . the amount was a reasonable damage assessment,” id. at 96, is 

of no avail to the co-op. We affirm the trial court’s judgment that “[t]he severance 

benefits provided to Jimmy Hensley . . . are severance benefits under Tennessee law and 

are not liquidated damages [and] not a penalty.” 

D.

The co-op asserts that Hensley’s recovery should be eliminated or reduced 

because of his alleged failure to mitigate his damages. In its brief, the co-op argues that 

“[o]ne who is injured by the wrongful or negligent acts of another, whether as a result of 

a tort or of a breach of contract, is bound to exercise reasonable care and diligence to 

avoid loss or to minimize or lessen the resulting damage[,] and to the extent that his 

damages are the result of his active and unreasonable enhancement thereof or are due to 

his failure to exercise such care and diligence, he cannot recover.” Again, as Hensley 

asserts in his brief, in this case “[t]here was no breach of contract[,] as termination of atwill employment does not constitute breach of contract.” The agreement does not impose 

upon Hensley an obligation to mitigate his damages. The co-op cites no authority 

suggesting that mitigation of damages is a concept applicable to the situation where a 

party is seeking enforcement of a severance pay agreement. 

Furthermore, even if we were to assume, solely for the purpose of argument, that 

mitigation is in some way material to the issues in this case, we have examined the record 

and find that the proof does not, in any way, substantiate the co-op’s assertion that 

Hensley failed to exercise due diligence in trying to find new employment. He described 

his attempts to do so over the period he was unemployed, approximately two years after 

the board discharged him. He applied for positions with several companies and spoke 

with the co-ops for nearby counties to see if jobs were available. Ultimately, Hensley 

went from making $74,342 plus health benefits, working as the general manager or 

effectively the “chief executive” of the co-op, to his new job earning $32,500 per year 

working in a laboratory testing ketchup for ConAgra Foods. Having noted his efforts, 

however, we reiterate our holding that the question of mitigation is not implicated by the 

facts of this case. We affirm the trial court’s ruling that the defense of failure to mitigate 

damages is inapplicable under the facts and circumstances presented in this case. 
14

E.

Finally, the co-op argues that genuine issues of material fact exist, rendering the 

trial court’s summary judgment improper. As already stated, both parties filed a motion 

for summary judgment below. Briefly summarized, the co-op argues that the board did 

not actually ratify or approve the agreement, despite its minutes stating to the contrary; 

and that the board actually terminated Hensley “for cause,” or in the alternative, would 

have terminated him for cause if it had known about his alleged “misconduct” before the 

board meeting of May 20, 2010 when it fired him, according to the minutes, “without 

cause.” 

The Supreme Court’s Special Workers’ Compensation Appeals Panel recently 

issued its opinion deciding the co-op’s appeal of Hensley’s separate, earlier-filed 

workers’ compensation claim against it. Hensley v. Cocke Farmers Cooperative, No. 

E2014-00264-SC-R3-WC, 2015 WL 1929874 (Tenn. Workers’ Comp. filed Apr. 27, 

2015). In that opinion, the Court stated,

Employer’s response in opposition to Employee’s motion [for 

partial summary judgment] was supported by excerpts of the 

depositions of Phillip Morgan, Tommy Lillard, Roger 

Templin and Burl Roberts. Mr. Morgan testified that 

Employee had attempted to intimidate members of the Board 

and had not informed the Board about one hundred tons of 

missing fertilizer. Mr. Lillard testified that there had been an 

allegation made that Employee had an affair with a female 

employee. Mr. Templin testified that Employee had failed to 

timely inform the Board that its Morristown branch had lost 

$118,000. He also mentioned the missing fertilizer incident, 

stating that it had occurred in 2002. Mr. Roberts testified that 

Employee had been terminated for cause, but the Board had 

“give[n] him a break so he could move on down somewhere 

else.”

The Trial Court granted Employee’s motion. The Trial 

Court’s order stated, “As a matter of law, the official action of 

the Cocke Farmers Co-op is contained in the monthly 

Minutes dated May 20, 2010. Consequently, as a matter of 

law, the Plaintiff, Jimmy Hensley, was discharged without 

cause.”
15

* * *

It is undisputed that Employer is a nonprofit corporation, 

chartered under the laws of this State. Tennessee Code 

Annotated section 48–58–101(b) (2012) provides that “all 

corporate powers shall be exercised by or under the authority 

of, and the affairs of the corporation managed under the 

direction of, its board.” In Tennessee, a corporation speaks 

through the minutes of its board, and the “unofficial 

declarations” of members of the board cannot disprove the 

contents of the minutes. Jones v. Planters Bank of 

Tennessee, 56 Tenn. 455, 460 (1872). See also, First 

Tennessee Bank Nat. Ass’n v. Athletic Indus. Int’l, Inc., 

1989 WL 37261, at *4 (Tenn. Ct. App. Apr. 20, 1989)(stating 

the rule and observing that corporate acts may be proven by 

other evidence when no minutes exist). This rule is consistent 

with the law in other states. See, e.g., Am. Tel. & Tel. Co. v. 

Purcell Co., 606 So.2d 93, 97 (Miss. 1990); Jones v. State ex 

rel. Indiana Livestock Sanitary Bd., 163 N.E.2d 605, 608 

(Ind. 1960). Applying the rule to the facts of this case, we 

conclude that the Trial Court properly held that the minutes of 

Employer’s board meeting of May 20, 2010 were conclusive 

evidence of the reason for Employee’s termination, and the 

parol testimony of some members of the board did not create 

a genuine issue of fact on the subject.

Id., 2015 WL 1929874 at *2, *4. 

We hold that the co-op board’s minutes conclusively establish that the board 

approved the agreement at issue here, and that it terminated Hensley without cause. We 

further note that nothing in the allegations or proof regarding Hensley’s alleged 

“misconduct” even remotely approaches “cause” as specifically defined in the agreement 

as “criminal acts pertaining to company or shareholders, leading to conviction.” 

Moreover, the record fully supports the trial court’s findings that “[i]t is not disputed . . .

that the person who signed the written agreement had the authority to sign the agreement 

on behalf of Cocke Farmers Cooperative,” and that “[t]he written agreement executed by 

the parties was not the product of fraud or coercion.” We affirm the trial court’s grant of 

summary judgment in Hensley’s favor, finding no genuine issue of material fact.
16

Ultimately, this case largely turns on the following fundamental principle, stated 

in the Guiliano and Wager opinions cited above, and succinctly summarized by the 

Supreme Court as follows:

Contract law in Tennessee plainly reflects the public policy 

allowing competent parties to strike their own bargains. 

Steven W. Feldman, Tennessee Practice: Contract Law & 

Practice § 1:6, at 17 (2006). Tennessee’s courts are “not at 

liberty to make a new contract for parties who have spoken 

for themselves.” Smithart v. John Hancock Mut. Life Ins. 

Co., 167 Tenn. 513, 525, 71 S.W.2d 1059, 1063 (1934). 

Accordingly, the courts do not concern themselves with the 

wisdom or folly of a contract, Chapman Drug Co. v. 

Chapman, 207 Tenn. 502, 516, 341 S.W.2d 392, 398 (1960), 

and will not relieve a party of its contractual obligations 

simply because the contract later proves to be burdensome or 

unwise. Boyd v. Comdata Network, Inc., 88 S.W.3d 203, 

223 (Tenn. Ct. App. 2002); 28 Samuel Williston & Richard 

A. Lord, A Treatise on the Law of Contracts § 70:209, at 232 

(4th ed. 2003) (“Courts are not in the business of rewriting 

contracts to bail out parties who have failed to prudently 

construct their business transactions.”).

Ellis v. Pauline S. Sprouse Residuary Trust, 280 S.W.3d 806, 814 (Tenn. 2009) (italics 

in original).

V.

The judgment of the trial court is affirmed. Costs on appeal are assessed to the 

appellant, Cocke Farmer’s Cooperative. The case is remanded to the trial court for 

enforcement of the trial court’s judgment and collection of costs below, pursuant to 

applicable law.

 _____________________________________

 CHARLES D. SUSANO, JR., CHIEF JUDGE