IN THE COURT OF APPEALS OF TENNESSEE

AT KNOXVILLE

July 19, 2018 Session

APRIL DORIS SCHMIDT v. AARON ERROL ANKROM

Appeal from the Circuit Court for Bradley County

No. V-14-312 Lawrence H. Puckett, Judge

___________________________________

No. E2017-01909-COA-R3-CV

___________________________________

In this appeal, the marital dissolution agreement at issue stated the parties’ intent to enter 

into a separate farm lease agreement for up to 7 years, upon completion of which the exwife could sell the property subject to the ex-husband’s right of first refusal. However, 

the parties never entered into the contemplated farm lease. The ex-wife, desiring to sell 

the property prior to the passing of 7 years, brought a declaratory judgment action 

seeking a declaration of the rights of the parties under the marital dissolution agreement.

The trial court held that the ex-wife would be in breach of the agreement if she sold the 

property prior to 7 years and awarded attorney’s fees to the ex-husband. The ex-wife 

appeals. We reverse.

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

Reversed; Case Remanded

JOHN W. MCCLARTY, J., delivered the opinion of the court, in which D. MICHAEL 

SWINEY, C.J., and THOMAS R. FRIERSON, II, J., joined.

Adam U. Holland, Chattanooga, Tennessee, for the appellant, April Doris Schmidt.

Andrew J. Brown, Cleveland, Tennessee, for the appellee, Aaron Errol Ankrom.

OPINION

I. BACKGROUND

The parties were divorced by a Final Decree on July 15, 2014. The decree 

referenced and incorporated an agreed upon Marital Dissolution Agreement (“MDA”). 

This MDA awarded certain real property to April Doris Schmidt (“Schmidt” or “Wife”), 

situated in Cleveland, Tennessee, provided that the parties entered into a separate rental 

agreement allowing Aaron Errol Ankrom (“Ankrom” or “Husband”) to “farm, raise 

08/29/2018
2

crops, and livestock for up to (7) seven years.” Upon completion of such farm lease, 

Schmidt might sell the property, subject to Ankrom’s right of first refusal.

The contractual language in the MDA at the center of this dispute reads as follows:

The parties agree the real property situated [in Cleveland]

shall be awarded to Wife free and clear of claims by 

Husband. Husband and Wife will enter into a separate rental 

agreement allowing the Husband to farm, raise crops and 

livestock for up to (7) seven years. Wife shall be allowed to 

claim the mortgage interest and taxes on the property for the 

tax years 2014 and thereafter. Upon entry of the Final 

Decree, Husband shall execute a Quitclaim Deed to be 

prepared by Husband which transfers his interest in this 

property to Wife. Wife shall be responsible for payment of 

all costs associated with preparing and recording the 

Quitclaim Deed. Wife shall be responsible for the mortgage, 

taxes and insurance on the property, holding the other 

harmless for the same. Husband during the term of the rental 

agreement shall have use of the property and agrees to 

maintain the property. 

After seven (7) years, Should (sic) Wife elect to sell the 

property, Husband shall have the option of the first refusal 

regarding the purchase. If the parties cannot agree on a sales 

price, the property shall be appraised by a professional 

property appraiser and the appraisal shall set the sales price. 

Husband is not obligated to purchase the property. Wife 

agrees to pay the upcoming taxes and insurance on this 

property that will be due later in 2014 and thereafter. 

The MDA also provided the following Enforcement provision:

In the event it becomes reasonably necessary for either party 

to institute or defend legal proceedings relating to the 

enforcement of any provision of this Agreement, the 

successful party shall also be entitled to a judgment for 

reasonable expenses, including attorney’s fees, incurred in 

connection with such proceedings.

Upon the conclusion of the parties’ divorce, Ankrom quitclaimed his interest in 

the property to Schmidt via a quitclaim deed. However, the parties did not subsequently 

enter into a farm lease as contemplated. The record reveals that Husband demonstrated 
3

no intention to farm the property. Schmidt, desiring to sell the property prior to 7 years 

elapsing, brought an action for declaratory judgment to declare the farm lease provision 

and attendant 7-year purchase option unenforceable as a matter of law.

At a hearing on Schmidt’s motion for partial summary judgment and Ankrom’s 

motion for summary judgment, the trial court found in favor of Ankrom, holding that he

had a right of first refusal to purchase the property for 7 years from the date the parties’ 

executed the MDA and that selling the property prior to that time would result in a breach

of the agreement. Schmidt timely filed this appeal.

II. ISSUES

We consolidate and restate the issues raised on appeal by Schmidt as follows:

A. Whether the contractual language awarding Ankrom a 7-year 

purchase option was valid and enforceable when the parties did not 

subsequently enter into the contemplated farm lease.

B. Whether Ankrom was entitled to recover reasonable attorney’s fees 

and costs as the prevailing party in a declaratory judgment action pursuant 

to the enforcement provision of the MDA.

III. STANDARD OF REVIEW

Summary judgment is appropriate “when the undisputed facts, as well as the 

inferences reasonably drawn from the undisputed facts, support only one conclusion-that 

the moving party is entitled to a judgment as a matter of law.” Green v. Green, 293 

S.W.3d 493, 513 (Tenn. 2009) (citing Griffis v. Davidson Cnty. Metro. Gov’t, 164 

S.W.3d 267, 283-84 (Tenn. 2005)); Pero’s Steak & Spaghetti House v. Lee, 90 S.W.3d 

614, 620 (Tenn. 2002); see Tenn. R. Civ. P. 56.04. “Questions of contract interpretation 

are generally considered to be questions of law, and thus are especially well-suited for 

resolution by summary judgment.” Ross Products Div. Abbott Labs. v. State, No. 

M2006-01113-COA-R3-CV, 2007 WL 4322016, at *2 (Tenn. Ct. App. Dec. 5, 2007) 

perm. app. denied (Tenn. Apr. 28, 2008) (citing Doe v. HCA Health Servs. of Tenn., 46 

S.W.3d 191, 196 (Tenn. 2001)); Campora v. Ford, 124 S.W.3d 624, 628 (Tenn. Ct. App. 

2003); Guiliano v. Cleo, Inc., 995 S.W.2d 88, 95 (Tenn. 1999); Hamblen Cnty. v. City of 

Morristown, 656 S.W.2d 331, 335-36 (Tenn. 1983). The resolution of a motion for 

summary judgment is a matter of law, which we review de novo with no presumption of 

correctness. Bourland, Heflin, Alvarez, Minor & Matthews, PLC v. Heaton, 393 S.W.3d 

671, 674 (Tenn. Ct. App. 2012) (citing Martin v. Norfolk S. Ry. Co., 271 S.W.3d 76, 84 

(Tenn. 2008)). “We are required to review the evidence in the light most favorable to the 
4

nonmoving party and to draw all reasonable inferences favoring the nonmoving party.” 

Martin, 271 S.W.3d at 84 (citing Staples v. CBL & Assocs., Inc., 15 S.W.3d 83, 89 (Tenn. 

2000)). 

IV. DISCUSSION

A.

i. Intent of the Parties

A marital dissolution agreement “is a contract and as such generally is subject to 

the rules governing construction of contracts.” Johnson v. Johnson, 37 S.W.3d 892, 896 

(Tenn. 2001). As such, MDAs have been found to be valid and enforceable contracts 

between the parties. Barnes v. Barnes, 193 S.W.3d 495, 498 (Tenn. 2006). Interpretation 

of an MDA is subject to the rules of construction governing contracts:

The resolution of this issue involves the interpretation of the 

parties’ MDA. An MDA is contractual in nature and is 

binding between the parties; therefore, the interpretation of 

the MDA is “subject to the rules governing construction of 

contracts.”

Minor v. Nichols, No. W2012-01720-COA-R3-CV, 2014 WL 356508, *5 (Tenn. Ct. 

App. 2012) (citing Barnes, 193 S.W.3d at 498). “Each provision of an MDA should be 

construed in light of the entire MDA, and the language in these provisions should be 

given its natural and ordinary meaning.” Minor, 2014 WL 356508 at *5 (citing Elliott v. 

Elliott, 149 S.W.3d 77, 84 (Tenn. Ct. App. 2004)).

The parties stipulated and the trial judge held that the terms of the disputed 

provisions are not ambiguous. An unambiguous contract must be interpreted as written 

“and not in accordance with a party’s unexpressed intent.” Pitt v. Tyree Org., Ltd., 90 

S.W.3d 244, 252 (Tenn. Ct. App. 2002). “Where the contract’s language is clear and 

unambiguous, the agreement is to be given effect according to its terms, and ‘the court 

will interpret the contract’s terms by assigning language its ordinary meaning and without 

resort to extrinsic evidence.’” Bourland, Heflin, Alvarez, Minor & Matthews, PLC, 393 

S.W.3d at 676 (citations omitted). “When the language of the MDA is plain and 

unambiguous, courts determine the intent of the parties from the four corners of the 

contract and enforce its plain terms as written.” Minor, 2014 WL 356508 at *6; see Int’l 

Flight Ctr. v. City of Murfreesboro, 45 S.W.3d 565, 570 (Tenn. Ct. App. 2000). 

The court does not attempt to ascertain the parties’ state of mind at the time the 

contract was executed but rather the parties’ intentions as “actually embodied and 
5

expressed in the contract as written.” Rainey v. Stansell, 836 S.W.2d 117, 118 (Tenn. Ct. 

App. 1992). For this reason, we do not look to the testimony of the parties as to the 

reason for inserting the 7-year purchase option into the MDA but instead look no further 

than the four corners of the MDA.

“All provisions in the contract should be construed in harmony with each other, if 

possible, to promote consistency and to avoid repugnancy between the various provisions 

of a single contract.” Guiliano, 995 S.W.2d at 95. Construing the contract as a whole, as 

we are required to do, we find that the 7-year purchase option was tied to the farm lease 

contemplated by both parties. Obviously, the parties intended entering a farm lease prior 

to the Wife selling the property. Here, the provision states: “Husband and Wife will enter 

into a separate rental agreement allowing the Husband to farm, raise crops and livestock 

for up to (7) seven years.” There is no serious debate as to the meaning of this provision. 

It is clear, unambiguous, and susceptible to only one interpretation. The provision 

continues that “after seven (7) years, Should (sic) Wife elect to sell the property, Husband 

shall have the option of the first refusal regarding the purchase.” This second provision 

gives the Husband a purchase option at the conclusion of the farm lease. The parties not 

having subsequently entered into the contemplated farm lease, the 7-year restriction is 

left orphaned. Separating these provisions therefore creates an ambiguity as to the

running of the option. Such interpretation ignores that the parties intended to first enter 

into a farm lease.

Significantly, the MDA makes no provision for the parties not entering into a farm 

lease. There is no provision stating that Schmidt cannot sell the property prior to 7 years, 

only that “[a]fter seven years, Should (sic) Wife elect to sell the property, Husband shall 

have the option of the first refusal regarding the purchase.” Giving the language of the 

provision its usual and ordinary meaning, it is obvious that the parties intended for 

Schmidt to be free to sell it, subject to Ankrom’s right of first refusal. Construing the 

contract as a whole, it appears to this court that the parties intended that Ankrom have the 

right of first refusal once a farm lease was no longer in the picture. It is uncontroverted 

that the parties did not subsequently enter into the contemplated farm lease, so Schmidt 

will not be in breach of contract for selling the property, as long as she gives Ankrom the 

right of first refusal.

The intent of the parties within the four corners of the document reveals that the 

parties intended Ankrom to have a right of first refusal once Schmidt was free to sell the 

property. Considering how the law abhors restrictions on alienation, we reverse the trial 

court’s holding restricting Schmidt from selling the property prior to June 26, 2021. 

Schmidt may sell the property at any time, but Ankrom’s right of first refusal stands 

intact. 
6

ii. Agreement to Agree Provision

The contract provision that the parties would enter into a separate farm lease 

agreement stipulates an agreement to agree, a provision unenforceable as a matter of law. 

It is well settled in contract law that mere agreements to agree are not enforceable. Four 

Eights, LLC v. Salem, 194 S.W.3d 484, 485-87 (Tenn. Ct. App. 2005); see Engenius 

Entm’t, Inc. v. Herenton, 971 S.W.2d 12, 17-18 (Tenn. Ct. App. 1997). 

The trial court correctly held that the farm lease provision is unenforceable as a 

matter of law, as the courts cannot enforce an agreement to agree, but the court erred in 

finding that the 7-year purchase option is valid and enforceable apart from the parties 

entering into the contemplated farm lease. Ankrom contends that the provision allows 

him to enter into a farm lease for any duration, from one day up to 7 years. There is 

nothing in the MDA specifying from what date the 7 years begins to run. A contract for 

future action must specify all material and essential terms. Four Eights, 194 S.W.3d at 

487. The MDA at issue sets out no definite terms, dates, prices, or duration, other than 

the requirement that the lease extends up to 7 years, with an option for Husband to 

purchase after 7 years. We find that the provision is unenforceable because of its 

uncertainty, vagueness, and its reference to future action without sufficiently definite 

terms. 

B.

The American Rule is well-established for the award of attorney’s fees, and parties 

are generally responsible for their own attorney’s fees. State v. Brown & Williamson 

Tobacco Corp., 18 S.W.3d 186, 194 (Tenn. 2000). One exception to the rule, however, is 

that a party may recover attorney’s fees when a contractual provision creates a right to 

recover such fees. Cracker Barrel Old Country Store, Inc. v. Epperson, 284 S.W.3d 303, 

308 (Tenn. 2009). Accordingly, prevailing parties are entitled to recover their reasonable 

attorney’s fees to enforce their contractual rights. Cracker Barrel Old Country Store, 

Inc., 284 S.W.3d at 309. 

The parties’ MDA Enforcement provision provides: 

In the event it becomes reasonably necessary for either party 

to institute or defend legal proceedings relating to the 

enforcement of any provision of this Agreement, the 

successful party shall also be entitled to a judgment for 

reasonable expenses, including attorney’s fees, incurred in 

connection with such proceedings.

We have previously held that when an MDA provision mandates an award of attorney’s 

fees to the prevailing party, the courts do not have discretion to deny such an award. See, 
7

e.g., Eberbach v. Eberbach, 535 S.W.3d 467, 476 (Tenn. 2017); Beem v. Beem, No. 

W2009-00800-COA-R3-CV, 2010 WL 1687782, at *9-10 (Tenn. Ct. App. 2010).

Schmidt contends that an award of attorney’s fees to Ankrom in this action is 

inappropriate because her action was not to enforce the MDA, but rather sought a 

declaratory judgment on the rights of the parties under the MDA. The parties’ MDA 

states that the successful party is entitled to a judgment for reasonable attorney’s fees and 

costs in any action brought “relating” to enforcement of any MDA provision. Schmidt’s 

counsel points to New Covenant Baptist Church v. Sark, No. E2002-02693-COA-R3-CV, 

2003 WL 21544248, *1 (Tenn. Ct. App. 2003), where we reversed an award of attorney’s 

fees, finding that a close reading of the language in the underlying contract awarded 

attorney’s fees solely in actions to “enforce” the agreement. 

The MDA at issue provides an award of attorney’s fees and costs to the prevailing 

party in any action “relating” to the enforcement of any provision of the MDA; as such, 

the parties’ enforcement provision is broader than the contractual language in New 

Covenant. While an action for declaratory judgment is not an action to enforce the 

MDA, such action does “relate” to the enforcement of the MDA. The contractual 

language in the parties’ MDA is different from the narrow language in the underlying 

contract in New Covenant and is therefore distinguishable. In this case, however, because 

we reverse the trial court below and allow Schmidt to sell the property, costs and 

attorney’s fees are awarded to Schmidt as the prevailing party. We remand the case to 

the trial court to establish the amount of reasonable attorney’s fees.

V. CONCLUSION

We reverse the decision of the trial court and remand this cause for all further 

proceedings as may be necessary and consistent with this opinion. The costs of this 

appeal are assessed to the appellee, Aaron Errol Ankrom.

_________________________________

JOHN W. MCCLARTY, JUDGE