IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

February 21, 2017 Session

ROBERT H. EDWARDS V. UROSITE PARTNERS

Appeal from the Chancery Court for Davidson County

No. 15-946-BC Ellen Hobbs Lyle, Chancellor

No. M2016-01161-COA-R3-CV

Plaintiff was a partner of a physician practice and a limited partner in a real estate 

investment limited partnership. Continuing employment with the physician practice was 

a condition of remaining a limited partner. Following the termination of Plaintiff’s 

employment with the physician group, Plaintiff, the physician group, and the limited 

partnership entered into a Separation Agreement. The limited partnership agreed not to 

redeem Plaintiff’s interest in the limited partnership if he did not expand his practice 

outside Giles and Hickman Counties. Plaintiff began practicing outside these counties, 

and the limited partnership redeemed Plaintiff’s interest. Plaintiff objected and filed a 

complaint seeking declaratory relief. The trial court granted the limited partnership’s 

motions to dismiss and for judgment on the pleadings. Plaintiff appealed, and we affirm 

the trial court’s judgments. 

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

and Remanded

ANDY D. BENNETT, J., delivered the opinion of the court, in which FRANK G. CLEMENT,

JR., P.J., M.S., and RICHARD H. DINKINS, J., joined.

Stephen C. Knight and Nader Baydoun, Brentwood, Tennessee, for the appellant, Robert 

H. Edwards.

James N. Bowen and Elizabeth O. Gonser, Nashville, Tennessee, for the appellee, Urosite 

Partners.

03/30/2017
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OPINION

I. FACTUAL AND PROCEDURAL BACKGROUND

Robert H. Edwards, M.D., was a urologist and partner of Urology Associates, P.C.

(“UA”). In 2000, Dr. Edwards and twenty-one other physicians/shareholders of UA

formed Urosite, L.P. (“Urosite” or “the Partnership”) for the purpose of purchasing, 

owning, managing, and operating the real and personal property located at UA’s primary 

office location. When they formed Urosite, Dr. Edwards and the other limited partners 

entered into an Agreement of Limited Partnership (the “Agreement”). The Agreement 

provided that partnership in Urosite was conditioned on continuing employment with 

UA. 

The redemption provisions of the Agreement provide that the Partnership has the 

right to purchase a limited partner’s units in the Partnership “upon the termination of a 

Limited Partner’s employment agreement with [UA] for any reason other than death, 

disability or retirement from the practice of medicine.” Dr. Edwards worked pursuant to

an employment agreement with UA from July 1, 2004, through June 30, 2011. After this 

date, Dr. Edwards continued working for UA as an employee at will until the end of 

December 2013. 

On January 10, 2014, Dr. Edwards, Urosite, and UA entered into a Separation 

Agreement and Mutual Release (“Separation Agreement”). Paragraph 2 of the 

Separation Agreement provides that if Dr. Edwards practices outside Hickman or Giles 

Counties, the Partnership could exercise its right to redeem Dr. Edwards’ interest in 

Urosite pursuant to the terms of the Agreement. 

In the spring of 2014, the Veterans Administration asked Dr. Edwards to help it 

provide medical care to veterans in Rutherford and Davidson Counties. Dr. Edwards 

agreed and began providing medical services to veterans in those counties. On or about 

March 31, 2015, Urosite informed Dr. Edwards that it was exercising its right to redeem 

Dr. Edwards’ limited partnership interest for a price equal to the value of his capital 

account, in accordance with the terms of the Agreement.

Dr. Edwards objected to Urosite’s redemption of his interest in the Partnership,

and he filed a complaint in August 2015 seeking declaratory relief and damages for 

breach of contract. Dr. Edwards sought the following declaratory relief:

Dr. Edwards seeks a declaratory judgment that he remains a limited partner 

in Urosite, and that Urosite does not have a right to acquire his partnership 

interest. The legal bases for this claim include, but are not limited to: (1) 

under the circumstances, the Urosite Agreement does not provide Urosite 

the right to acquire Dr. Edwards’ ownership interest; (2) Urosite did not 
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timely exercise any right it may have had under the Urosite Agreement; (3) 

Dr. Edwards’ work for the Veterans’ Administration was not a material 

breach of the Separation Agreement; and (4) the restrictions on Dr. 

Edwards’ practice of medicine in the Separation Agreement are not 

enforceable and violate public policy.

In support of his breach of contract claim, Dr. Edwards alleged Urosite failed to meet its 

contractual obligations to him, “including its obligation to pay [him] his share of 

distributions from the partnership and its obligation to account to [him].”

II. TRIAL COURT PROCEEDINGS

Urosite filed a motion to dismiss pursuant to Tenn. R. Civ. P. 12.02(6) in 

September 2015 and sought an award of its attorneys’ fees as provided in paragraph 

thirteen of the Separation Agreement. The trial court filed a Memorandum and Order on 

February 2, 2016, dismissing the majority of Dr. Edwards’ claims. The court wrote:

[T]he Court concludes as a matter of law, based upon the plain, 

unambiguous wording of the Partnership Agreement, and the operation and 

incentives of the [Agreement], that the Defendant’s exercise of its section 

9.2(b) right to repurchase the Plaintiff’s interest for the value of his Capital 

Account within 45 months of the termination of Plaintiff’s employment was 

not untimely and, therefore, was not an invalid exercise of the right of 

redemption.

. . . . 

The Court concludes that the disincentives at work in paragraph 2 of 

the SA are too remote and attenuated from the Plaintiff’s practice of his 

profession to come within the prohibitions of Spiegel, Murfreesboro, or 

Tennessee Code Annotated section 63-1-148. Accordingly, the Court 

grants that part of Defendant’s Motion to Dismiss asserting that paragraph 

2 of the Separation Agreement does not violate Tennessee law or public 

policy.

Urosite filed an answer with regard to the remaining issues, which were (a) 

whether Dr. Edwards remained a limited partner of Urosite and (b) whether Dr. Edwards 

committed a material breach of the contract when he decided to work for the VA in 

Rutherford and Davidson Counties. Urosite then filed a motion for judgment on the 

pleadings in March, and the court filed a Memorandum and Order granting Urosite’s 

motion on May 3, 2016. The court wrote:
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1. The Court adopts the Defendants’ analysis that the “if and when Dr. 

Edwards expands his practice of urology beyond Hickman County, 

Tennessee and Giles County, Tennessee” of paragraph 2 of the SA is, under 

Tennessee law, a condition and not a promise/contract obligation of the 

Petitioner. In concluding this phrase is a condition, the Court relies upon 

the plain wording of the phrase and that “if and when” wording is typically

used to express conditions . . . .

2. In enforcing the consequences of fulfilled conditions, a court does 

not consider materiality unless there are extraordinary circumstances of 

unfairness or injustice which demand equitable relief. . . .

3. The circumstances alleged by the Plaintiff in the complaint are not 

extraordinary so as to require a materiality analysis of the condition and to 

provide equitable relief.

4. Paragraph 2 of the SA is unambiguous. Its meaning is clear on its 

face and, therefore, the Court is not authorized to take into account 

allegations of the pleadings concerning motivation or design to construe the 

SA. . . .

The court filed a Final Memorandum and Order on July 6, 2016, denying Dr. Edwards’ 

motion to revise and awarding Urosite its attorneys’ fees in the requested amount of 

$103,792.50. 

On appeal, Dr. Edwards contends the trial court erred in ruling that (1) Urosite 

exercised its option to redeem his interest in the limited partnership within a reasonable 

time; (2) his work for the Veterans Administration in Davidson and Rutherford Counties 

satisfied the condition set forth in the Settlement Agreement permitting Urosite to 

exercise its option; (3) the condition set forth in paragraph 2 of the Settlement Agreement 

was not void as an unlawful restriction on competition; and (4) Urosite, rather than he, 

was entitled to recover attorneys’ fees. Urosite requests an award of its attorneys’ fees 

and costs incurred on appeal.

III. ANALYSIS

A. Standard of Review

A motion to dismiss filed pursuant to Tenn. R. Civ. P. 12.02(6) challenges “the 

legal sufficiency of the complaint, not the strength of the plaintiff’s proof or evidence.” 

Webb v. Nashville Area Habitat for Humanity, Inc., 346 S.W.3d 422, 426 (Tenn. 2011). 

The defendant admits the truth of the relevant and material allegations set forth in the 

complaint for purposes of the motion and contends that the allegations fail to establish a 
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viable cause of action entitling the plaintiff to relief. Id. (citing Brown v. Tenn. Title 

Loans, Inc., 328 S.W.3d 850, 854 (Tenn. 2010)). 

Courts resolve motions to dismiss for failure to state a claim by considering the 

pleadings alone. Id. (citing Leggett v. Duke Energy Corp., 308 S.W.3d 843, 851 (Tenn. 

2010)). In considering the motion, a court is to ‘“construe the complaint liberally, 

presuming all factual allegations to be true and giving the plaintiff the benefit of all 

reasonable inferences.”’ Id. (quoting Tigg v. Pirelli Tire Corp., 232 S.W.3d 28, 31 

(Tenn. 2007)). Courts should not grant a motion to dismiss unless the plaintiff is unable 

to prove any set of facts that would entitle him or her to relief on the claims asserted. Id.

(citing Crews v. Buckman Labs. Int’l, Inc., 78 S.W.3d 852, 857 (Tenn. 2002)). On 

appeal, we review a trial court’s ruling on a motion to dismiss de novo, affording the trial 

court’s determination no presumption of correctness. TENN. R. CIV. P. 13(d); Webb, 346 

S.W.3d at 426.

A motion for judgment on the pleadings is filed pursuant to Tenn. R. Civ. P. 12.03 

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

an answer is filed rather than before. TENN. R. CIV. P. 12.03; Young v. Barrow, 130 

S.W.3d 59, 63 (Tenn. Ct. App. 2003). As with a motion to dismiss, the courts “accept as 

true ‘all well-pleaded facts and all reasonable inferences drawn therefrom’” that a 

plaintiff asserts in his or her complaint. Cherokee Country Club, Inc. v. City of Knoxville, 

152 S.W.3d 466, 470 (Tenn. 2004) (quoting McClenahan v. Cooley, 806 S.W.2d 767, 

769 (Tenn. 1991)). Courts interpret the complaint liberally in favor of the plaintiff and 

accept all factual allegations asserted in the complaint as true. Young, 130 S.W.3d at 63. 

The Court of Appeals reviews a trial court’s grant of a motion for judgment on the 

pleadings de novo and will affirm the trial court’s decision only if it determines that the 

plaintiff is unable to prove any set of facts in support of any of his or her cause(s) of 

action that would entitle him or her to relief. TENN. R. APP. P. 13(d); Young, 130 S.W.3d 

at 63.

This case involves the interpretation of the parties’ contracts.1 Contract 

interpretation is a matter of law, which means we conduct a de novo review with no 

presumption of correctness awarded to the trial court’s interpretation. TENN. R. APP. P.

13(d); West v. Shelby Cnty. Healthcare Corp., 459 S.W.3d 33, 42 (Tenn. 2014); Allmand 

v. Pavletic, 292 S.W.3d 618, 624-25 (Tenn. 2009); Allstate Ins. Co. v. Watson, 195 

S.W.3d 609, 611 (Tenn. 2006).

 

1Urosite attached a copy of the Agreement and the Separation Agreement to its complaint, rendering them 

a part of the pleadings and appropriate for consideration by a court ruling on a motion to dismiss or 

judgment on the pleadings. See McGhee v. Shelby Cnty., Gov’t, W2012-00185-COA-R3-CV, 2012 WL 

2087188, at *1 n.2 (Tenn. Ct. App. June 11, 2012); Brewer v. Piggee, W2006-01788-COA-R3-CV, 2007 

WL 1946632, at *6 (Tenn. Ct. App. July 3, 2007).
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B. Timeliness of Exercise

Dr. Edwards first argues that Urosite did not exercise its option to repurchase his 

limited partnership interest in a timely manner. The documents concerning Urosite’s 

redemption of Dr. Edwards’ interest in the Partnership include the Agreement, and the 

Separation Agreement. Article 9 of the Agreement has the heading “Transfer of 

Partnership Interests,” and section 9.2 is titled “Call Rights of the Partnership.” Section 

9.2(a) addresses the situation when a limited partner dies, is declared incompetent, 

declares bankruptcy, becomes insolvent, or ceases to exist. Section 9.2(b) addresses the 

situation when a limited partner’s employment agreement with UA terminates, as here. It 

provides as follows:

Upon the termination of a Limited Partner’s employment agreement with 

the General Partner for any reason other than death, disability or retirement 

from the practice of medicine, the Partnership shall have the right to 

purchase all of such Limited Partner’s Units for a price equal to the value of 

such Limited Partner’s Capital Account. The value of such Limited 

Partner’s Capital Account shall be paid to the Limited Partner, his estate, 

heirs or other designees over a three year term with interest at the prime 

rate as quoted by The Wall Street Journal as of the closing date of the 

Partnership’s purchase of the Units.

The Separation Agreement begins with “whereas” clauses stating, inter alia, (1) 

that Dr. Edwards’ employment agreement expired by its terms on June 30, 2011; (2) that 

Dr. Edwards’ employment with UA terminated on December 31, 2013; and (3) that Dr. 

Edwards intended to continue practicing urology in Hickman County and Giles County, 

Tennessee. Section 1 has the heading “Redemption of Dr. Edwards’s Interests,” and

subsection 1(f) states:

As discussed further in Section 2 below, the Partnership agrees based on 

certain representations by Dr. Edwards that it will not exercise any right to 

demand that Dr. Edwards redeem his interest in Urosite, L.P. consistent 

with the terms of Section 2 below.

Section 2 provides as follows:

Urosite, L.P. Consistent with Section 1f above, the Partnership agrees that 

it will not exercise any right to demand that Dr. Edwards redeem his 

interest in Urosite, L.P. as of, or after, the date of his departure from the 

Practice in consideration for and based on Dr. Edwards’s representation 

that his ongoing practice in the field of urology will be limited to Hickman 

County, Tennessee and Giles County, Tennessee. The Partnership reserves 

any right to call Dr. Edwards’s interest in Urosite, L.P. pursuant to the
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Agreement of Limited Partnership if and when Dr. Edwards expands his 

practice of urology beyond Hickman County, Tennessee and Giles County, 

Tennessee.

“A cardinal rule of contractual interpretation is to ascertain and give effect to the 

intent of the parties.” Allmand, 292 S.W.3d at 630; see also West, 459 S.W.3d at 41-42;

Allstate Ins. Co., 195 S.W.3d at 611. The parties’ intent is determined by considering the 

“plain meaning of the words” used in the contract. Allmand, 292 S.W.3d at 630; Allstate 

Ins. Co., 195 S.W.3d at 611. If the words used are clear, unambiguous, and not 

susceptible to more than one reasonable interpretation, courts are to rely on the literal 

language used in the contract to determine the parties’ intent. Allmand, 292 S.W.3d at 

630; Allstate Ins. Co., 195 S.W.3d at 611; see also Planters Gin Co. v. Fed. Compress & 

Warehouse Co., Inc., 78 S.W.3d 885, 889-90 (Tenn. 2002) (explaining parties’ intent is 

based on usual, natural, and ordinary meaning of words used in contract). A court will 

not look beyond the four corners of the document to determine the parties’ intent when 

the contract is unambiguous. Williams v. Larry Stovesand Lincoln Mercury, Inc., No. 

M2014-00004-COA-R3-CV, 2014 WL 5308634, at *4 (Tenn. Ct. App. Oct. 15, 2014); 

West, 459 S.W.3d at 42. A contract is not ambiguous if its meaning is clear and it is not 

subject to more than one interpretation. Allstate Ins. Co., 195 S.W.3d at 611.

Section 9.2(b) of the Agreement specifies when the Partnership first acquires the 

right to purchase Dr. Edwards’ Units (upon the termination of his employment agreement 

with UA), but it neither specifies an end date for this right nor indicates that this right 

expires if not exercised within a particular period. It is noteworthy that the Agreement 

does not provide a limited partner whose employment agreement has terminated the right 

to require Urosite to purchase his interest in the Partnership. However, section 9.3 of the 

Agreement gives such right to those (or their heirs/representatives) who are no longer 

limited partners due to retirement, death, incompetence, bankruptcy, or insolvency. 

Section 9.3 is titled “Put Rights of the Limited Partners,” and it provides:

Upon the retirement, death, adjudication of incompetence, dissolution or 

cessation of existence of a Limited Partner, such Limited Partner or his 

legal representative shall have the right to require the Partnership to 

Purchase all of such Limited Partner’s Units for the Purchase Price, as such 

term is defined in Section 9.2. . . .

When a contract contains different sections, a court is not to read the sections in 

isolation; it is to read the sections together to determine the meaning of the document as a 

whole. Maggart v. Almany Realtors, Inc., 259 S.W.3d 700, 705 (Tenn. 2008); S. Trust 

Ins. Co. v. Phillips, 474 S.W.3d 660, 668 (Tenn. Ct. App. 2015). ‘“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.”’ Wager v. Life Care Ctrs. of Am., Inc., No. E2006-01054-COA-R3-CV, 2007 
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WL 4224723, at *10 (Tenn. Ct. App. Nov. 30, 2007) (quoting Rainey v. Stansell, 836 

S.W.2d 117, 119 (Tenn. Ct. App. 1992)). Moreover, “[w]here an executed agreement 

refers to the other documents, all of the documents must be construed together as the 

contract of the parties.” Williams, 2014 WL 5308634, at *5; see also Real Estate Mgmt. 

v. Giles, 293 S.W.2d 596, 599 (Tenn. Ct. App. 1956) (stating where several documents

are executed as part of the same agreement, the court reads them together and interprets

them with reference to one other).

Both the Agreement and the Separation Agreement reference the Partnership’s 

right to purchase Dr. Edwards’ interest in the Partnership. Dr. Edwards does not deny 

that Urosite’s right to purchase his interest in the Partnership first ripened when his 

employment agreement with UA terminated on June 30, 2011. When he and Urosite 

entered into the Separation Agreement two and a half years later, in January 2014, the 

language of the Separation Agreement reveals that both Dr. Edwards and Urosite

believed the Partnership’s option to purchase Dr. Edwards’ interest in Urosite was still 

viable. Subsection 1(f) and section 2 clearly and unambiguously identify the 

circumstances under which Urosite could exercise its option. As section 2 states, “The 

Partnership reserves any right to call Dr. Edwards’s interest in Urosite, L.P. pursuant to 

the Agreement of Limited Partnership if and when Dr. Edwards expands his practice of 

urology beyond Hickman County, Tennessee and Giles County, Tennessee.” The parties’ 

intent is clear that Urosite was to have the right to exercise its option to purchase Dr. 

Edwards’ interest in the Partnership if and when Dr. Edwards practiced urology outside 

of Hickman or Giles Counties.

In his complaint, Dr. Edwards asserts that the Veterans Administration asked him 

in the spring of 2014 to provide urology services in Rutherford and Davidson Counties 

and that he began to provide these services as requested. Dr. Edwards further asserts that 

the Partnership exercised its option to redeem his shares in Urosite the following March 

2015. The Separation Agreement does not limit the time within which Urosite must act 

to purchase Dr. Edwards’ shares once he begins practicing urology outside Hickman or 

Giles Counties. However, the inclusion of paragraph 9.3 in the Agreement, giving a

limited partner the right to require the Partnership to purchase his shares in certain 

circumstances (¶9.2(a) of the Agreement), without a corresponding provision for limited 

partners whose employment agreements with UA terminate (¶9.2(b) of the Agreement), 

evidences the parties’ intent that Urosite was to have the sole discretion about when, or if, 

it redeemed the interest held by a limited partner whose employment agreement with UA 

terminated. Likewise, in the absence of a provision in the Separation Agreement limiting 

the period within which Urosite must act to redeem Dr. Edwards’ shares in the event he 

practices urology outside Hickman or Giles Counties, we conclude there is no firm period 

within which Urosite was required to redeem Dr. Edwards’ shares following the 

expansion of his practice outside these counties. 
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Dr. Edwards relies primarily on cases involving real estate to support his argument 

that Urosite’s exercise of its right to purchase his interest in the Partnership forty-five

months after his employment agreement terminated was too long and not reasonable 

under the circumstances. In Norton v. McCaskill, 12 S.W.3d 789 (Tenn. 2000), for 

example, the lease agreement provided that the lessee could renew its lease “at the end of 

10 years” but did not specify a time period within which the lessee was required to 

exercise the option. Norton, 12 S.W.3d at 792. The Supreme Court in Norton stated that 

when a lease does not include a specific time designation, an option to renew “remains 

effective only during the term of the lease.” Id. at 793-94. The Court found that 

exercising the option ten days after the lease expired was too late. Id. at 794. However, 

the Norton Court expressly limited its holding to “those leases that require renewal ‘at the 

end of’ or ‘at the termination of’ the lease or that contain similar language conveying the 

same requirement.” Id. Because the facts here do not involve a lease and because the 

Agreement does not contain language similar to that in the Norton case, the holding in 

Norton does not control here. 

By arguing that Urosite did not act in a timely fashion to redeem his interest in the 

Partnership, Dr. Edwards essentially asks us to insert a term into the agreements where no 

term currently exists to limit the period within which Urosite was required to exercise its 

option. Tennessee courts, however, “must interpret contracts as they are written,” Tenn. 

Div. of United Daughters of the Confederacy v. Vanderbilt Univ., 174 S.W.3d 98, 118

(Tenn. Ct. App. 2005), and they “are ‘not at liberty to make a new contract for parties

who have spoken for themselves,”’ Ellis v. Pauline S. Sprouse Residuary Trust, 280 

S.W.3d 806, 814 (Tenn. 2009) (quoting Smithart v. John Hancock Mut. Life Ins. Co., 71 

S.W.2d 1059, 1063 (Tenn. 1934)). Courts do not consider whether a party was wise or 

foolish to enter into a particular contract, and they will not rewrite a party’s contract just 

because it later becomes “burdensome or unwise.” Vanderbilt Univ., 174 S.W.3d at 118; 

see also Ellis, 280 S.W.3d at 814. 

A consideration of the two agreements in their totality along with the parties’ 

relationship with one another leads us to conclude that the parties did not intend to place 

an outside limit on the period within which Urosite could redeem Dr. Edwards’ shares in 

Urosite. We conclude Urosite acted in a timely fashion when it made the decision to

redeem Dr. Edwards’ shares in the Partnership in March 2015. See Int’l Flight Ctr. v. 

City of Murfreesboro, 45 S.W.3d 565, 570 (Tenn. Ct. App. 2000) (explaining that court 

may consider parties’ situation, business to which contracts relate, and circumstances 

surrounding transaction in ascertaining parties’ intent). Urosite exercised its option 

approximately one year following the time Dr. Edwards began practicing outside Giles 

and Hickman Counties, a time period which, we conclude, was reasonable under the 

circumstances.
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C. Condition Triggering Redemption

Dr. Edwards next argues that he substantially complied with the practice 

restriction contained in the Separation Agreement and that the trial court erred in finding 

that he satisfied the condition triggering Urosite’s option to redeem his interest in the 

Partnership. According to Dr. Edwards, the work he did for the Veterans Administration 

in Davidson and Rutherford Counties was not “material” to Urosite because the Veterans 

Administration did not compete with UA for urology patients. 

We find Dr. Edwards’ argument unavailing. As we discussed earlier, “courts must 

interpret contracts as they are written, and will not make a new contract for parties who 

have spoken for themselves.” Vanderbilt Univ., 174 S.W.3d at 118 (internal citations

omitted). The Separation Agreement does not qualify the type of practice Dr. Edwards 

must engage in or for/with whom he must work to satisfy the condition of expanding his 

urology practice outside of Giles and Hickman Counties. Rather, the Separation 

Agreement simply provides that the Partnership “reserves any right” to call Dr. Edwards’ 

interest in Urosite “if and when Dr. Edwards expands his practice of urology beyond 

Hickman County, Tennessee and Giles County, Tennessee.” Contrary to Dr. Edwards’ 

suggestion otherwise, there is no requirement that Dr. Edwards work in competition with 

UA to satisfy the condition of the agreement.

The case of Saeedpour v. Virtual Medical Solutions, LLC, No. M2012-00994-

COA-R3-CV, 2013 WL 1400616 (Tenn. Ct. App. Apr. 5, 2013), is instructive. The 

plaintiff in that case was a physician who purchased an allergy relief system from the 

defendant. Saeedpour, 2013 WL 1400616, at *1. The parties entered into a conditional 

money back guarantee whereby the defendant agreed to refund a portion of the purchase 

price to the plaintiff if the plaintiff satisfied certain conditions, one of which was 

conducting a particular survey of all of his patients. Id. The plaintiff admitted that he did 

not ask all of his patients to fill out the particular survey the defendant provided him. Id.

at *4. However, the plaintiff claimed he substantially performed the survey requirement 

by collecting information similar to the information the defendant sought in its survey. 

Id. The Court of Appeals disagreed with the plaintiff’s argument, stating: “Where 

parties . . . have committed themselves to contractual obligations through negotiation and 

agreement, we are not free to release the parties from those obligations.” Id. at *5. The 

Court rejected the plaintiff’s assertion that the survey he conducted, which was similar to 

the one the defendant provided him, was sufficient to satisfy the condition precedent 

because it was not the agreement the parties made. Id. Because the plaintiff failed to 

satisfy a condition of his contract with the defendant, the Court of Appeals granted the 

defendant’s motion for summary judgment on the plaintiff’s breach of contract claim. Id.

The Court of Appeals reached a similar conclusion in Tennessee Division of 

United Daughters of the Confederacy v. Vanderbilt University. In that case, the plaintiffs 

donated $50,000 in 1933 to a predecessor of Vanderbilt University to be used for the 
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construction of a women’s dormitory, and the gift was conditioned on the university’s 

placing on the building an inscription naming it “Confederate Memorial.” Vanderbilt 

Univ., 174 S.W.3d at 104-05. Approximately fifty years after the dormitory was built, 

some of the university’s students, faculty, and staff objected to the use of the word

“Confederate” as part of the dormitory’s inscription. Id. at 106-07. In response to the 

objections, the university decided to remove the word “Confederate” from the pediment, 

to rename the building “Memorial Hall,” and to place a plaque by the entrance to the 

building explaining the contributions of the donors and the reasons behind the name that 

was initially inscribed on the building. Id. at 117. 

The donors filed a complaint seeking to enjoin the university from removing the 

word “Confederate” from the building, alleging this would be a breach of the condition 

underlying the monetary gift when it was made and accepted. Id. Vanderbilt asserted 

that its placement of the plaque by the entrance to the building constituted substantial 

performance of the condition. Id. The Court of Appeals rejected Vanderbilt’s argument,

reiterating the long-standing rules of law that contracts must be interpreted “as they are 

written,” and that courts “are not at liberty to relieve parties from contractual obligations 

simply because these obligations later prove to be burdensome or unwise.”2 Id. at 118 

(citations omitted).

Dr. Edwards’ reliance on Big Fork Mining Company, Inc. v. Kentucky Central 

Insurance Company, 888 S.W.2d 434 (Tenn. Ct. App. 1994), is misplaced. The plaintiff 

in that case was seeking to collect $50,000 that was paid to the defendant insurance 

company to guarantee the insurance company against loss in exchange for the insurance 

company’s agreement to sign the plaintiff’s reclamation bond. Big Fork Mining Co., 888 

S.W.2d at 435. The parties’ contract anticipated that the plaintiff would obtain a larger 

bond to replace the bond signed by the insurance company and that the insurance 

company would return the $50,000 at that time, but this was not feasible as a result of 

unforeseen circumstances. Id. The plaintiff ended up performing reclamation work that 

satisfied the plaintiff and the insurance company’s obligations on the reclamation bond 

that the insurance company signed, thus extinguishing the insurance company’s liability 

on the bond. Id. When the plaintiff sought to collect the $50,000 from the insurance 

company, the insurance company refused, asserting that the plaintiff had failed to satisfy 

the condition precedent, which was obtaining a substitute bond to replace and release its 

obligations under the bond it signed. Id. at 436. 

The Big Fork Mining plaintiff filed a complaint against the insurance company, 

arguing that the underlying purpose of the condition was to release the defendant 

insurance company from liability under the bond and that this was accomplished when 

the plaintiff performed the reclamation work. Id. The trial court found that the plaintiff 

 

2 The Vanderbilt University Court concluded that if the university insisted on removing the “Confederate” name 

from the dormitory’s pediment, the university would be required to return the $50,000 gift in the amount of its 

present value. Vanderbilt Univ., 174 S.W.3d at 120.
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was entitled to the $50,000, and the Court of Appeals agreed, noting that the insurance 

company would receive a windfall of $50,000 if it were not required to pay it over to the 

plaintiff. Id. The Court of Appeals explained that a third party to the agreement was 

responsible for the reclamation, but this third party became bankrupt, which led the 

plaintiff to perform the reclamation work that was necessary in the circumstances. Id. If 

the third party had reclaimed the land, the insurance company would have been obligated 

under the contract to refund the $50,000 to the third party, and the plaintiff would not 

have had to perform the reclamation work. Id. Under these circumstances, the Court of 

Appeals held that the plaintiff, who performed the third party’s job, should be equitably 

subrogated to the third party’s right to collect the $50,000. Id. The Court explained that 

the insurance company had “received all of the benefits of the performance of the 

condition precedent, at heavy expense to the plaintiff” and that “justice and equity” 

demanded that the insurance company pay the $50,000 to the plaintiff under the 

circumstances of that case. Id. at 437.

The facts here do not include the extraordinary equitable considerations that were 

at issue in the Big Fork Mining case. Dr. Edwards agreed that the repurchase price of a 

limited partner’s interest in the Partnership would be the value of the limited partner’s 

capital account if the circumstances set forth in section 9.2(b) of the Agreement came to 

pass. Dr. Edwards and the Partnership expressly referenced the Agreement when they 

executed the Separation Agreement over thirteen years later, in 2014. The parties had the 

opportunity to change the terms of the buyout of Dr. Edwards’ interest at that time, but 

they did not do this. There is no “windfall” to Urosite if the terms of the contracts are 

carried out as the parties agreed. 

Interpreting the Agreement and the Separation Agreement as written, we hold that 

Dr. Edwards satisfied the condition precedent when he began practicing urology in 

Rutherford and Davidson Counties in the spring of 2014, thereby triggering Urosite’s 

right to repurchase Dr. Edwards’ interest in the Partnership according to the terms set 

forth in the Agreement.

D. Restraint on Competition

Dr. Edwards’ final argument is that enforcing paragraph 2 of the Separation 

Agreement violates Tennessee public policy by restricting his ability to practice medicine 

because paragraph 2 creates a financial disincentive to practice. In support of his 

argument, Dr. Edwards relies on Spiegel v. Thomas, Mann & Smith, P.C., 811 S.W.2d 

528 (Tenn. 1991). That case involved an employment and deferred compensation 

agreement among lawyers who were shareholders of an incorporated law firm. Spiegel, 

811 S.W.2d at 528. The agreement provided that an employee who withdrew from the 

firm but continued to practice law was not entitled to deferred compensation. Id. at 529. 

The plaintiff left the firm and went to work elsewhere as in-house counsel. Id. When the 

firm denied his request for payment of his deferred compensation, the plaintiff sued the 
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firm, arguing that the agreement constituted an unenforceable non-competition 

agreement. Id. The Supreme Court agreed with the plaintiff’s argument and concluded

that the agreement violated a provision of Tennessee’s Code of Professional 

Responsibility that prohibited agreements restricting an attorney’s right to practice law. 

Id. at 530-31. Because the agreement violated the Code of Professional Responsibility,

the Court found the agreement violated the public policy of Tennessee. Id. at 531. 

Although Dr. Edwards does not mention Murfreesboro Medical Clinic, P.A. v. 

Udom, 166 S.W.3d 674 (Tenn. 2005), that case is more analogous to the facts here

because it involved a non-competition agreement applicable to physicians. Udom, 166 

S.W.3d at 676-77. In that case, Dr. Udom’s employment agreement provided that upon 

termination of his employment with the clinic, Dr. Udom would not practice medicine 

within a twenty-five mile radius of the public square in Murfreesboro for a period of 

eighteen months. Id. at 676. The Supreme Court held that the non-competition provision 

of Dr. Udom’s employment agreement was unenforceable because it violated 

Tennessee’s public interest of allowing patients to exercise their fundamental right of 

selecting the physician they believe is best able to treat them. Id. at 683. 

Unlike the situation in Spiegel and Udom, Urosite is a real estate investment 

limited partnership, not an employer. The Supreme Court in Udom expressed concern 

about decreasing the public’s access to healthcare, decreasing competition for patients, 

and interfering with patients’ relationships with their physicians. Udom, 166 S.W.3d at 

679-82; see Tenn. Code Ann. § 63-1-148 (imposing restrictions on agreements limiting 

healthcare provider’s practice when one party is “the employing or contracting entity”). 

The Separation Agreement does not limit Dr. Edwards’ ability to work as the agreement 

in Udom limited Dr. Udom. It simply provides Urosite the opportunity to redeem Dr. 

Edwards’ interest in the Partnership if he elects to practice outside Giles or Hickman 

Counties. 

Moreover, unlike the case in Udom, Dr. Edwards provided no services to Urosite 

in exchange for compensation. Unlike the case in Spiegel, Dr. Edwards is not being 

denied any compensation that he may have earned as a result of his partnership in UA. 

Instead, he is simply precluded from continuing to be an investor in a real estate 

partnership. It is unclear how much money, if any, Dr. Edwards would receive if he 

continued as a limited partner in Urosite because a real estate venture is, by its nature, 

speculative. We find unpersuasive Dr. Edwards’ argument that paragraph 2 of the 

Separation Agreement constitutes a violation of public policy.

Dr. Edwards acknowledges that the Separation Agreement entitles the prevailing 

party to an award of reasonable attorneys’ fees and costs incurred. Dr. Edwards’

argument that he is entitled to attorneys’ fees is pretermitted by our affirmance of the trial 

court’s judgments dismissing his claims. We remand this case to the trial court for a 
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determination of Urosite’s reasonable attorneys’ fees and costs incurred on appeal, and 

the trial court shall issue an order awarding that amount to Urosite. 

IV. CONCLUSION

For the reasons stated above, we affirm the trial court’s judgments in all respects

and remand the case for a determination of the reasonable attorneys’ fees and costs 

Urosite incurred on appeal. Costs of this appeal shall be taxed against the appellant, 

Robert H. Edwards, M.D., for which execution may issue if necessary. 

________________________________

 ANDY D. BENNETT, JUDGE