IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

August 7, 2002 Session

MILL CREEK ASSOCIATES, INC. 

v. 

THE JACKSON FOUNDATION, INC.

An Appeal from the Chancery Court for Dickson County

No. 7068-01 Leonard W. Martin, Chancellor

No. M2001-02811-COA-R3-CV - Filed March 11, 2003

This is an unjust enrichment case. The plaintiff design firm was contacted by the defendant

foundation to develop designs and a budget for the construction of a science theater. The chief

designer of the firm worked on the project and presented a proposal to the foundation. The

foundation neither accepted nor rejected the design firm’s proposal. Instead, the foundation hired

the design firm’s chief designer. Part of the designer’s duties with the foundation was to work on

the science theater project “in house.” The foundation refused to pay the design firm a fee for its

work on the project. The design firm then sued the foundation on a theory of unjust enrichment for

the work performed on the project while the chief designer was still at the firm. The trial court found

that since the project was never completed, the preliminary designs did not confer a value on the

foundation and, consequently, the foundation had not been unjustly enriched. The design firm now

appeals. We reverse, finding that the work performed by the design firm constituted a benefit to the

foundation, and that it would be unjust for the foundation to retain that benefit without paying the

design firm for the value of the benefit. 

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

Reversed and Remanded

HOLLY KIRBY LILLARD,J., delivered the opinion of the court, in which W. FRANK CRAWFORD, P.J.,

W.S., and DAVID R. FARMER, J., joined.

Stephen C. Knight, Nashville, Tennessee, for the appellant, Mill Creek Associates, Inc.

Henry F. Todd, Jr., Dickson, Tennessee, for the appellee, The Jackson Foundation, Inc.

OPINION

Plaintiff/Appellant Mill Creek Associates, Inc. (“Mill Creek”), is a design fabrication firm

that produces displays for the museum, theater, retail, and trade show industries. It is owned by Sam

Craig (“Craig”) and Steve Landers (“Landers”). In August 1998, a representative of
1

The Renaissance Center itself was opened to the public in August 1999. 

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Defendant/Appellee The Jackson Foundation, Inc. (“the Foundation”), contacted Mill Creek about

designing and building a project for its new Renaissance Center facility1 (“the Project”). The Project

involved developing a depiction of a London street scene from the 1830’s in a walkway that would

lead into a science theater in the basement of the Renaissance Center. Robert Cooper (“Cooper”),

Mill Creek’s sole designer, worked with the Foundation on the Project. The Foundation solicited

no other bids or proposals for the design or construction of the project. 

Initially, Cooper met with Foundation representatives Douglas Jackson (“Jackson”) and

Robert Spencer (“Spencer”) to discuss the Project. After the meeting with Jackson and Spencer,

Cooper did preliminary design work, including research, collection of images, and planning. After

that, Cooper went to another meeting at the Renaissance Center, this time with Steve Jacobs

(“Jacobs”). Jacobs had created the idea for the Project. Cooper and Jacobs exchanged information,

and Jacobs provided Cooper with the research Jacobs had conducted. Cooper then did further

research and made sketches for the Project. By September 5, 1998, Cooper had spent about thirteen

hours working on a proposal for the design and budget for the Project. 

In Mid-November, Spencer called Cooper to check on where Cooper was in the “design

phase” of the Project. After receiving that call, Cooper worked almost exclusively on the Project

until December 2, 1998. On that date, he met with Spencer and Jackson to give the Foundation a

packet that included preliminary design printouts, sketches, other related materials, and a budget.

The proposal had a $460,000 budget, which included $400,000 in construction plus a 15% design

fee for Mill Creek of $60,000. 

Though Spencer and Jackson were pleased with how the design looked, they objected to the

overall amount of the budget. They asked Cooper to redesign the Project using half of the proposed

budget, or approximately$200,000. Consequently, Cooper, along with Landers and Craig, reworked

the design to reduce construction costs. On December 16, 1998, Cooper met again with Spencer and

Jackson. He gave them a revised packet on the design, along with a revised budget of $245,000,

which included $213,000 in construction costs plus a 15% design fee of about $32,000. At that

meeting, Cooper gave Spencer and Jackson a letter requesting 20% of the estimated design fee

($6,400) as a “retainer and payment . . . for our services to date.” By the date of this meeting,

Cooper had spent approximately 156 hours working on the Project and developing a budget.

Spencer and Jackson told Cooper that they would present the new budget to the Foundation’s board

of directors for approval. 

During the course of the December 16 meeting, Spencer and Jackson also asked Cooper if

he would be interested in working directly for the Foundation and taking the Project “in house.”

Cooper initially declined. He later reconsidered, however, and was hired by the Foundation as its

Senior Exhibit Designer on January 4, 1999. When Cooper left Mill Creek, he was given his

research and designs on the Project. 
2

Though the action was initially brought in Davidson County, the case was transferred to the Chancery Court

for Dickson County on February 5, 2001.

3

Cooper testified that he was offered a 4% partnership interest in Mill Creek, and that this was not a sufficiently

large partnership interest to keep him there.

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After Cooper was hired by the Foundation, Mill Creek sent the Foundation a bill for $9,390,

for 156.5 hours at $60 per hour, the amount of time Cooper spent working on the Project while he

was still employed at Mill Creek. The Foundation did not pay Mill Creek for Cooper’s work. On

March 11, 1999, Spencer wrote Landers a letter stating:

It was neither my nor Mr. Jackson’s understanding that we had entered into an

agreement for the production and design of the London street and theater. We had

met with Mr. Cooper on two separate occasions to review what appeared to be

preliminary sketches and conceptualization for this project. I assume this

information was provided to allow us to make a decision concerning the services of

Millcreek [sic].

Therefore, based on its position that there was no contract, the Foundation declined to pay Mill

Creek for Cooper’s services designing the Project while he was employed at Mill Creek. 

The Foundation never formally accepted or rejected the December 16 proposal presented by

Cooper on behalf of Mill Creek. The Foundation later completed a small part of the Project, but did

not move forward with the bulk of it. Completion of the London street scene, however, remained

under consideration, and completing the Project was “part of the list” of projects to which Cooper

was assigned. 

 On June 16, 1999, Mill Creek sued the Foundation on claims of breach of contract,

promissory estoppel, and unjust enrichment. Mill Creek asserted that the Foundation was liable to

Mill Creek in the amount of $31,950, which was approximately15% of the Project’s projected

budget for design services.

2

 On August 29, 2001, the case was tried before the trial court, sitting

without a jury. 

At the trial, Cooper was the primary witness for both sides. Cooper testified as a witness for

Mill Creek in its case-in-chief because Cooper was the agent for Mill Creek who dealt with the

Foundation. Cooper, however, was also designated as the Foundation’s expert witness and testified

on its behalf as well.

In his testimony, Cooper said that he decided to leave his employment with Mill Creek

because he was not made a partner with the firm.3 He acknowledged that when he left he was given

his research and design work on the Project, and said that he keeps these materials in his Foundation

office at the Renaissance Center. Cooper testified that, at the time he was working on the Project

at Mill Creek, Mill Creek had not entered into a contract with the Foundation. At that time, Cooper

did not expect the Foundation to pay Mill Creek for his work unless the Foundation went forward
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with the Project. Cooper said he was confident that, had the Foundation’s board approved the

project, the Foundation would have entered into a contract with Mill Creek to help develop it. He

testified that he had completed 20% of the Project’s design while he was at Mill Creek. When asked

his opinion, Cooper said he thought that, after he became employed by the Foundation, the

Foundation should have compensated Mill Creek for the work he had done on the Project while he

was employed by Mill Creek. Cooper acknowledged that, when he was hired by the Foundation,

the Project was on the list of duties assigned to him. When asked whether the Project had been

constructed, Cooper said that the Foundation had “built a very small portion of the city street as an

entrance into the science theater that resembles some of the work that had been done.” Otherwise,

he stated, the Project had not been constructed.

Landers testified on behalf of Mill Creek. Landers said that Cooper was the person who dealt

with the Foundation on Mill Creek’s behalf. Through Cooper, Landers understood that Mill Creek

had been hired to design the Project. Landers knew, however, that the Foundation’s board of

directors had not yet approved the Project, and that such approval was necessary before it could be

developed. Landers believed that over 50% of the design of the Project had been completed by

Cooper while he was employed by Mill Creek. 

Landers testified that Cooper resigned from Mill Creek to work for the Foundation with the

understanding that Mill Creek would be paid for the design fees incurred while Cooper was at Mill

Creek. Landers said, “[P]art of [the agreement with Cooper] was getting [Mill Creek] billed out for

the due design fees now. And since he was going to work for the Jackson Foundation, he could pick

it up from there. Everybody leaves on a clean slate.” Based on that understanding, Landers

permitted Cooper to take with him the designs and other materials related to the Project. Landers

acknowledged sending the Foundation a bill for $9,390 after Cooper went to work for the

Foundation. He explained that he sent the bill because the Foundation obviously would no longer

need Mill Creek’s services, in light of the fact that the lead designer on the Project had become

employed by the Foundation. Because the overall budget had not been approved by the Foundation’s

board of directors, Landers thought that it was most logical to bill the Foundation for the hours

worked, rather for a percentage of the design budget. 

Finally, Spencer testified on behalf of the Foundation. Spencer said that Jacobs had the idea

to turn the basement of the Renaissance Center into a science theater and to depict a London street

scene in the entrance hallway. Spencer testified that, when he met with Cooper, there was no

discussion regarding payment for services. Spencer said that he considered the proposal presented

by Cooper to be “an offer to do work. . . . [I]t was a – done in an effort to secure the job.” Spencer

noted that he, as a lawyer, is trained to have all of his agreements in writing. Here, there was no such

written agreement between the Foundation and Mill Creek. Consequently, Spencer felt that the

Foundation did not agree to pay Mill Creek for its work on the Project, and that it would be

unreasonable for Mill Creek to expect such payment. Spencer acknowledged that the Foundation

was still considering developing the London street scene portion of what Cooper had designed. 
4

The Latin translation of this phrase means “as much as he has deserved.” BLACK’S LAW DICTIONARY 1255

 (7th ed. 1999).

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At the conclusion of the proof, the trial court found that there was no meeting of the minds

between the parties regarding a design fee, and consequently, held in favor of the Foundation on the

breach of contract and promissory estoppel claims. The trial court also found that the Foundation

has derived no benefit from Mill Creek’s design work because it never went forward with the

Project. Based on this finding, the trial court held in favor of the Foundation on Mill Creek’s claim

for unjust enrichment. Mill Creek now appeals the trial court’s decision with respect to the unjust

enrichment claim only.

Because the case was tried by the court sitting without a jury, we review the court’s decision

de novo, with a presumption of correctness afforded to the trial court’s findings of fact. See

Schnider v. Carlisle Corp., 65 S.W.3d 619, 621 (Tenn. Ct. App. 2001); Tenn. R. App. P. 13(d). The

trial court’s conclusions of law are reviewed de novo, and are not afforded any presumption of

correctness. See State v. Levandowski, 955 S.W.2d 603, 604 (Tenn. 1997). 

Tennessee has long recognized claims based on the doctrine of unjust enrichment. This

theory of recovery can also be called quantum meruit,

4

 quasi contract, or contract implied in law.

Paschall's, Inc. v. Dozier, 407 S.W.2d 150, 154 (Tenn. 1966) (stating that “[a]ctions brought upon

theories of unjust enrichment, quasi contract, contracts implied in law, and quantum meruit are

essentially the same”); see also River Park Hosp., Inc. v. BlueCross BlueShield of Tenn., Inc., No.

M2001-00288-COA-R3-CV, 2002 WL 31302926, at *11 (Tenn. Ct. App. Oct. 11, 2002). “Courts

frequently employ the various terminology interchangeably to describe that class of implied

obligations where, on the basis of justice and equity, the law will impose a contractual relationship

between the parties, regardless of their assent thereto.” Paschall's, 407 S.W.2d at 154. “Unjust

enrichment is a quasi-contractual theory under which a court may impose a contractual obligation

on the parties where one does not otherwise exist.” Whitehaven Cmty. Baptist Church v. Holloway,

973 S.W.2d 592, 596 (Tenn. 1998). “[C]ontracts implied in law ‘are created by law without the

assent of the party bound, on the basis that they are dictated by reason and justice.’ ” River Park

Hosp., 2002 WL 31302926, at *11 (quoting Angus v. City of Jackson, 968 S.W.2d 804, 808 (Tenn.

Ct. App. 1997)). 

In Paschall’s, the Tennessee Supreme Court determined that, in order to establish a claim

based on quasi contract, the plaintiff must show that (1) a benefit has been conferred upon the

defendant by the plaintiff; (2) the defendant appreciated the benefit; and (3) acceptance of the benefit

under the circumstances would make it inequitable for the defendant to retain the benefit without

paying the value of the benefit. Paschall’s, 407 S.W.2d at 155; Angus, 968 S.W.2d at 808 (quoting

Paschall’s, 407 S.W.2d at 155). “The most significant requirement for a recovery on quasi contract

is that the enrichment to the defendant be unjust.” Paschall’s, 407 S.W.2d at 155. Each claim of

unjust enrichment must be decided according to its own factual situation. B & L Corp. v. Thomas

& Thorngren, Inc., 917 S.W.2d 674, 680 (Tenn. Ct. App. 1995). 
5

It could not recover from Lambuth on a breach of contract theory, because Lambuth was not a party to the

contract.

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In the instant case, the trial court dismissed Mill Creek’s unjust enrichment claim based on

its determination that the Foundation derived no benefit from Mill Creek’s work. Mill Creek argues

that the trial court’s conclusion in this regard is contrary to the reasoning in Hall & Waller &

Assocs., Architects, Inc. v. Lambuth College, No. 02A01-9109CH00196, 1992 WL 252510 (Tenn.

Ct. App. Oct. 6, 1992). In Lambuth, the plaintiff architectural firm prepared some preliminary floor

plans for a retirement home, which were done without compensation but with the express

understanding that the firm would be retained for future services if the project proceeded. Lambuth,

1992 WL 252510, at *1. Later, the architectural firm signed a contract with the Village Corporation,

a not-for-profit corporation formed by Lambuth to facilitate the project. Under this contract, the

architectural firm was to furnish services for the project in return for 4% of the completed

construction cost. The firm completed the plans and specifications for the retirement home, and

delivered them to the Village Corporation. Later, however, the retirement home project was

terminated before construction began. The architectural firm sued Lambuth on a theory of quantum

meruit to recover payment for the work it had performed on the project.5 The trial court held in favor

of Lambuth, because there was no agency relationship between Lambuth and the Village

Corporation. Id. at *4. On appeal, this Court held that privity between the parties was not necessary

for the architectural firm to recover for unjust enrichment. Id. at *5. The Court also held that

Lambuth was enriched by the services provided by the architectural firm because the plans and

specifications “were absolutely necessary to the furtherance of [the] project,” and it was anticipated

that the project “would have been of great benefit to Lambuth.” Id. at *11. Therefore, because

privity was unnecessary, and because “all the requirements for recovery on quasi-contract or

quantum meruit . . . ha[d] been established,” the cause was remanded to the trial court for a

determination of damages. Id. 

Thus, in Lambuth, the appellate court implicitly determined that the college was enriched

by the plans and specifications generated by the architectural firm, even though the project was

abandoned before construction began. Like the architectural firm in Lambuth, Mill Creek produced

the initial designs of the London street scene/science theater Project, anticipating that the Foundation

would hire it to complete the designs and to participate in construction of the Project. The fact that

the Foundation did not accept Mill Creek’s proposal does not necessarily mean that the preliminary

designs were devoid of value. The value of the designs may depend on the use to which they are put

considering the fact that, at the time of trial, the Project remained on Cooper’s list of job

assignments. Therefore, Cooper’s preliminary work did confer value to the Foundation, although

that value may be less than if the Foundation had constructed the Project.

The question remains, however, whether, under these circumstances, it would be unjust for

the Foundation “to retain the benefit without payment of the value thereof.” Paschall’s, 407 S.W.2d

at 155. In this case, the Foundation did not solicit bids from a variety of contractors with the

understanding that only the contractor selected would be compensated as part of his work on the

project. The trial court, however, found that, while the Foundation did not solicit bids from other
6

Though Landers testified that he believed, through Cooper, that the Foundation hired M ill Creek to complete

the designs, Cooper testified that no agreement had been reached with the Foundation that Mill Creek would be

compensated for the designs if the proposal were rejected. Therefore, it appears that the trial court credited Cooper’s

testimony, and the evidence does not preponderate against the trial court’s conclusion that the parties did not have a

meeting of the minds on this issue.

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contractors, it did not enter into an exclusive arrangement with Mill Creek.6

 Indeed, it is apparent

that the parties had no express agreement on any compensation for Mill Creek for the preliminary

design, and there has been no appeal from the trial court’s factual finding on this issue.

Nevertheless, although the Foundation did not accept Mill Creek’s proposal, neither did it

completely reject the Project. Rather, it is undisputed that the Foundation hired Cooper, Mill

Creek’s chief designer, to take the Project “in-house” so that it could reap the benefits of Mill

Creek’s preliminary work and decrease its costs. Cooper, testifying on behalf of both Mill Creek and

the Foundation, said that when he made his final proposal to the Foundation, Spencer and Jackson

offered him a job at the Foundation to take “this whole project in-house.” Moreover, it is undisputed

that the Foundation used portions of Cooper’s design to construct a very small portion of the London

street scene as an entrance into the science theater. Finally, Cooper testified that the Foundation has

assigned him to work on the Project at some time in the future, and at trial Spencer confirmed that

the Foundation was still considering completing the London street scene .

Under these circumstances, we must conclude that it would be unjust for the Foundation to

retain the benefit of Cooper’s designs without paying Mill Creek the value of the benefit of the work

completed by Mill Creek. Consequently, we reverse the decision of the trial court on Mill Creek’s

unjust enrichment claim and remand the cause to the trial court to determine the value of the benefit

of Mill Creek’s work to the Foundation. 

We reverse the decision of the trial court and remand for proceedings not inconsistent with

this Opinion. Costs are to be assessed to the appellee, The Jackson Foundation, Inc., for which

execution may issue, if necessary.

___________________________________ 

HOLLY KIRBY LILLARD, JUDGE