Camo Disposal Company, LLC v. Nelson Mullins Riley & Scarborough, LLP

10/30/2026 IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE July 8, 2026 Session CAMO DISPOSAL COMPANY, LLC ET AL. v. NELSON MULLINS RILEY & SCARBOROUGH, LLP ET AL. Appeal from the Circuit Court for Davidson County No. 24C357 Thomas W. Brothers, Judge ___________________________________ No. M2025-01937-COA-R3-CV ___________________________________ This appeal stems from a legal malpractice action involving a failed commercial real estate transaction. The plaintiffs alleged that their former attorneys negligently failed to extend a contractual due diligence period, resulting in the loss of a large earnest money deposit. One plaintiff also asserted that he personally received negligent advice about the risk associated with a bridge loan used to fund the deposit. The defendants filed a counterclaim for unpaid legal fees. Ultimately, the trial court granted summary judgment to the defendants on all claims. The plaintiffs appeal. We affirm. Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Affirmed; Case Remanded KRISTI M. DAVIS, J., delivered the opinion of the Court, in which FRANK G. CLEMENT, JR., C.J., and ANDY D. BENNETT, J., joined. Michael E. Richardson, Chattanooga, Tennessee, for the appellants, Camo Disposal Company, LLC and Dan Maddox. James F. Sanders, Nathan C. Sanders, and Satchel R. Fowler, Nashville, Tennessee, for the appellees, Nelson Mullins Riley & Scarborough, LLP and Laurence M. Papel. OPINION BACKGROUND On January 16, 2023 (the “Execution Date”), Camo Disposal Company, LLC (“Camo”) entered into a Purchase and Sale Agreement (the “PSA”) whereby it agreed to purchase certain real property. At the time, Camo was represented by Laurence Papel, a partner with Nelson Mullins Riley & Scarborough, LLP (“Nelson Mullins,” together with Mr. Papel, “Defendants”), pursuant to a representation agreement executed February 7, 2022 (the “Engagement Letter”). The Engagement Letter specified that Nelson Mullins would “represent Camo alone” and would not represent any of Camo’s officers, directors, members, or related persons “unless we otherwise agree specifically in writing hereafter.” During the time relevant to this appeal, Dan Maddox was Chairman of Camo’s board and owned a membership interest in Camo; Stephen Bridges was Camo’s President and a member of its board; and Jerry Cover was a founding member of Camo and also a member of its board. The PSA required that Camo pay an initial earnest money deposit of $100,000 within two business days of the Execution Date and an additional earnest money deposit of $3,900,000 within forty‑five days of the Execution Date (these amounts together, the “Earnest Money Deposit”). All of this earnest money was to be credited toward the purchase price. Under certain conditions, some of this earnest money was refundable, as provided in the PSA: 2.3. Refundable and Nonrefundable Earnest Money. Except as provided below, the Earnest Money Deposit shall remain fully refundable throughout the Due Diligence Period (defined below). Upon expiration of the Due Diligence Period, if Purchaser has not terminated this Agreement during the Due Diligence Period, One Million and 00/100 Dollars ($1,000,000.00) of the Earnest Money Deposit shall become non‑refundable, but applicable to the Purchase Price. The remaining Three Million and 00/100 Dollars ($3,000,000.00) shall remain refundable following the expiration of the Due Diligence Period, but only if (i) Seller is unable to deliver clear title to the Property or otherwise defaults under this Agreement or (ii) Purchaser is unable to obtain both (A) a processing center permit(s) from the Tennessee Division of Solid Waste Management necessary to operate its business and (B) transfer station operating permit from the Tennessee Division of Solid Waste Management (each a “Permit,” and together the “Permits,” the obtainment of both Permits being the “Earnest Money Refund Conditions”). Should Purchaser not terminate this Agreement pursuant to sections (i) or (ii) in this Section 2.3 before the Closing Date, the Earnest Money Deposit shall become fully nonrefundable, but applicable to the Purchase Price. The above notwithstanding, One Hundred Thousand and 00/100 Dollars ($100,000.00) of the Earnest Money Deposit shall be non‑refundable as of the Effective Date, but applicable to the Purchase Price, except in the event of Seller’s default hereunder or inability to deliver clear title. The PSA also provided for an initial due diligence period of sixty days from one business day following the Execution Date. The due diligence period could be extended for an -2- additional forty‑five days “[i]n the event that Purchaser’s Phase I Environmental Site Assessment or any other Property related diligence report determines that further testing of the Property is required[.]” Accordingly, the initial due diligence period was set to expire in March 2023. In the event further testing of the property was required, the due diligence period could be extended. To fund the additional earnest money deposit of $3,900,000, Dan Maddox and his father, Jim Maddox, sought a short-term loan (the “Bridge Loan”) from Truxton Trust (“Truxton”). On February 9, 2023, Dan Maddox emailed Bryant Tirrill, a Truxton loan officer, and proposed a loan structure whereby the Maddoxes would “sign personally” on the Bridge Loan. In this scenario, Truxton would make the loan contingent upon Camo granting Truxton a power of attorney to “call back the earnest money” if it had not been repaid on or before April 28, 2023. Mr. Papel was not copied on this email. Mr. Tirrill emailed Mr. Papel about the Bridge Loan on February 14, 2023, and they later agreed that Truxton would draft the loan documents except for the Power of Attorney and Recognition Agreement giving Truxton the power to withdraw the earnest money (the “Clawback Documents”), which Mr. Tirrill asked Mr. Papel to draft. During this exchange, Mr. Tirrill assumed that Defendants represented the Maddoxes. Mr. Papel, for his part, assumed that Camo would be the borrower on the Bridge Loan. In one email, Mr. Tirrill stated to Mr. Papel: “If we have attorney prepare docs and with your knowledge of the deal, are you comfortable preparing the docs on behalf of Truxton. I realize there needs to be notices as you are Maddox attorney.” On February 27, 2023, Woods Drinkwater, an associate with Nelson Mullins, emailed drafts of the Clawback Documents to Mr. Tirrill identifying Camo as the borrower of the Bridge Loan and the Maddoxes as guarantors of the loan. Mr. Tirrill responded that his understanding was that the Maddoxes were to be the borrowers on the loan. In an email to Mr. Drinkwater, Mr. Papel referred to “our clients,” plural. When the Maddoxes closed on the Bridge Loan on March 2, 2023, Camo was not a borrower on the loan. Dan Maddox later explained that he chose not to add Camo as a borrower due to concerns about a separate potential lawsuit involving Camo. However, Dan Maddox executed the Clawback Documents in his capacity as an authorized representative of Camo. Meanwhile, Camo’s Board executed a borrowing resolution designating Dan Maddox and Mr. Bridges as authorized representatives of Camo and approving actions taken in connection with the Bridge Loan and the PSA, a document whose scope and effect later became a point of disagreement between the parties. Camo’s amended operating agreement provided that a borrowing resolution needed to be approved by its Board of Directors before incurring debt over $500,000. Even still, Camo appears nowhere in the loan documents as a borrower. According to Dan Maddox, he called Mr. Papel prior to closing on the Bridge Loan for reassurance that the short-term loan he was getting for Camo would not be at risk. By -3- Dan Maddox’s account, Mr. Papel told him that there would not be any risk so long as the initial due diligence period was extended and assured him that it would be done. Conversely, Mr. Papel denies that this conversation ever took place. Instead, Defendants assert that Camo told Mr. Papel that it would handle the environmental diligence but then failed to do so and, therefore, never received a report justifying an extension of the diligence period. As such, Mr. Papel never attempted to extend the due diligence period. At some point after the due diligence period expired, the transaction fell apart, and Camo terminated the PSA. Truxton was able to recover $3,000,000 of the $3,900,000 it loaned the Maddoxes. However, $900,000 of the earnest money had “gone hard” (a phrase used in the real estate field meaning that the money became nonrefundable) and was forfeited to Fleetco, the intended seller of the property. The Maddoxes then obtained a loan from Farm Credit Mid-America (“Farm Credit”) to pay off the $900,000 still owed to Truxton. Dan Maddox and Camo (together, “Plaintiffs”) posit that Camo and the Maddoxes had a handshake agreement that Camo would reimburse the Maddoxes for this money. Nevertheless, Dan Maddox has made all payments toward the Farm Credit loan. Notably, Camo’s own financial records later included a footnote recognizing a verbal commitment by Camo to reimburse the Maddoxes for funds not recovered but describing this commitment as “not a legal liability” of the company. On February 13, 2024, Plaintiffs filed a Complaint in the Davidson County Circuit Court (the “trial court”) alleging among other things that Defendants “were negligent and breached the applicable standards of due professional care in failing to obtain an extension of the due diligence period” and that Defendants “committed a negligent misrepresentation when [Mr.] Papel told [Dan] Maddox that he would get the initial due diligence period extended.” The Complaint alleged further that Mr. Papel was representing Dan Maddox individually at the time he made his misrepresentation about the due diligence period. Plaintiffs also alleged that they relied on this faulty information and that the failure to obtain the extension caused monetary losses, including that portion of the earnest money deposit that had become nonrefundable and expenditures Dan Maddox incurred in repaying the Bridge Loan. On March 14, 2024, Defendants filed a motion to dismiss Plaintiffs’ negligent misrepresentation claim, asserting that the claim was based entirely on an alleged oral statement concerning a future act. Defendants also filed an Answer denying liability and asserting a counterclaim seeking $103,310.81 in unpaid legal fees and advanced expenses allegedly owed by Camo. After a hearing, the trial court dismissed Plaintiffs’ negligent misrepresentation claim with prejudice. Plaintiffs did not appeal that dismissal. On September 30, 2025, Defendants filed a motion for summary judgment as to Plaintiffs’ legal malpractice claims and Nelson Mullins’s counterclaim for unpaid legal fees and expenses. One of the central issues before the trial court was whether Camo was legally required to repay the Maddoxes and thus whether Camo had sustained any damages to support a legal malpractice claim. Another issue was whether Mr. Papel represented Dan Maddox individually such that he owed him a duty of care. As part of discovery, -4- depositions were taken. Mr. Cover testified in his deposition as follows in response to questions about whether Camo was responsible for paying back the Maddoxes: Q. And what we’ve heard, I believe Mr. Maddox testified that at some point, this $900,000 that he had to pay off to repay Truxton, that there’s been conversations about Camo essentially paying him back for that and for whatever he can’t recover in this lawsuit. Have you been a part of any conversations to that effect? A. I have. Q. Okay. When’s the first time you remember having a conversation like that with Mr. Maddox? A. I don’t remember the date and time. But back early on in this process, we talked through that, and that was our general understanding. Q. When you say “early on in this process,” what do you mean by that? A. You know, I don’t know. I mean it’s been -- it’s been some time ago, though. I mean there was an understanding they were putting the money up, from a fiduciary standpoint, they were putting the money up, and to allow this transaction to move forward. When they put their money at risk, we had a handshake agreement that, you know -- and again, there’s not a documentation on this that says this. But we said listen. We think this is a good way to move forward. Let’s move -- let’s try to get this done. We think this is a good piece of property. And the assumption was, from the beginning on that, if this -- for some reason, this doesn’t work out -- if it had just been the hundred thousand dollars that went hard to start with, that would have come back as a liability to the company. So I guess the understanding was it was there as an understanding. We restated that. We’ve never drawn up documentations. But, you know, we looked each other in the eye and had a handshake deal that that was a liability. That’s the way it’s placed on the balance sheet. It’s undefined liability at this point in time so it’s on there as a contingent liability to be defined. I know you handed me this piece of paper, and I’m very familiar with this because it’s part of our financial records. Q. So the handshake deal that you’re remembering, I mean is there a specific conversation that you had with either of the Maddoxes about the company paying back any funds that were lost? A. We -- I think we had a conversation -- even though there was no resolution or anything specific to it, l think we had a board call that we -- that we discussed that. That was a topic of discussion. -5-  And we stated today and at that point in time that we would -- we would do what we’ve done, which is to put it on as a contingent liability to be defined at a later date. Q. And this board call where you enter into what you’re calling this handshake deal, was this after this transaction fell apart? A. I think there was a call after this -- after this fell apart. Yes. Q. Okay. What about before? Was there a specific conversation that you can remember where you had a discussion with either of the Maddoxes about the company being responsible for -- A. I’ve already -- yeah. I had stated that earlier. Yes. Q. Okay. And what’s your memory of that conversation? A. Just what I said, that if they were to go forward with this, that -- We did -- we did not formalize it. We didn’t put it in as debt to the company. We didn’t formalize it in a contractual note, et cetera, but it was discussed. Q. And I guess I’m just trying to get to the best you can remember the details of this. Was this -- you know, was this a conversation that came about before the bridge loan closed? Was this an in-person meeting? Is there any specifics that you can remember about when there was a discussion about -- first, the first time there was a discussion about Camo Disposal being responsible for any loan proceeds? A. I don’t remember the -- I don’t specifically, where that would fall in the timeline. Q. Well, do you remember any specifics about the conversation? A. No. Mr. Bridges was deposed as well. In his deposition, Mr. Bridges testified to his reaction to learning that the earnest money deposit became nonrefundable, as well as his understanding that Camo was required to repay the Maddoxes: Q. And then what did you say in response to that? A. I don’t think I said anything. What could I say? I just lost a million dollars. Q. Well, the Maddoxes put up a million or 900,000. They lost $900,000 when the earnest money went hard. A. You don’t think I’ve guaranteed that? I lost a million dollars. Q. Well, I do want to get into that. A. Okay. Q. We’ll come back to that. A. The company -- the company is responsible for that. Dan was working on behalf of our company. I would certainly hope that he would do that for me. -6-  *** Q. What did you tell [Dan Maddox]? A. I told him that the company would stand behind the money. If he lost the money, we would figure out a way, and it would more than likely be through equity. So -- but that he would be made whole on that -- on that loan. Q. When did you tell him that? A. Immediately, I would say. Pretty quick. Q. Immediately when -- A. I mean the first conversation or two that we had. I don’t remember. Q. And I’m not trying to be picky with you, but the first conversation after what? After the -- you learned that the -- A. After -- Q. -- earnest money’s gone hard? A. -- I called him and told him that, yes. Mr. Bridges testified further that Camo did not list any liability for the Maddox debt because, as he explained, “it’s hard to put down a liability when we don’t know what the outcome of this is going to be so -- Since, again, we don’t have a legal -- the company doesn’t have a written obligation to it . . . and I think this says it. Has a verbal commitment[.] . . .” Dan Maddox testified by deposition also. He described a promise by the then-CEO of Camo to reimburse him and his father: Q. Who made -- who made the verbal commitment to repay you and your dad? A. Oh, it was the CEO of the company. Q. Who was or who is? A. A man by the name of Kevin Heath, H-E-A-T-H, who’s no longer with the company. Q. And he succeeded Stephen Bridges; is that right? A. Yeah. He succeeded Stephen Bridges as the CEO, and I believe he became chairman of the board and -- Q. When did Mr. Heath become the president? A. I want to say midsummer of ’23. Q. When did he make this verbal commitment that you’re remembering? A. In one of the board meetings. I don’t recall the date. Q. In 2023 or -- -7-  A. I’m assuming that it was in 2023. Q. But you don’t remember? A. I don’t remember. I know I had discussions about this with Stephen [Bridges] and Jerry [Cover]. Nobody -- nobody shirked responsibility on this. Nobody said, “You’re on your own,” you know. So -- It was -- again, we all like each other. We’re all a team. We’re all friends. And it’s like you’re not going to -- they’re not going to leave me hanging out to dry on this so -- Q. Tell me what you remember about the conversation between -- Well, first let me ask. Was the promise made to you? Mr. Heath said, “Hey, Dan, we’re -- you know, we’re committing to doing this”? Tell me about that conversation. How do you remember that being discussed? A. I remember bringing it up at a board meeting, and the CEO said yeah. We’re absolutely going to, you know, make sure that that is recorded or reflected or memorialized in some way. Q. That what is memorialized in some way? A. That -- that if -- that it becomes like a debt of the company if I’m unable to get relief elsewhere. I’m trying -- I don’t know the -- like, the technical, like, accounting terminology, so I’m kind of struggling with that. It’s like a provisional debt. A potential debt? I don’t know what you call it. . . . [c]ontingent liability. *** [DEFENDANTS’ COUNSEL]: Do you know, do you have an understanding of what it means when it states here that this is not a legal liability of [Camo]? A. It sort of sounds like they’re recognizing it, but they’re not. Q. Have you asked anybody what that means? A. I haven’t. What does it mean? Q. You may want to ask [your attorney] Mr. Richardson what he thinks it means. I can’t advise you on that, but -- A. I would assume it means you’re SOL. Q. Is that what you think it means? A. Well, I mean -- Q. It’s not binding on the company? A. I mean that’s what it sounds like it means. Which is all the more reason why I wanted it -- I want it memorialized in an actual document, which they agreed to in the last board meeting. -8-  Following a hearing, the trial court entered a final order on November 25, 2025, granting summary judgment in Defendants’ favor. The trial court found, first, that Camo sustained no damages, thus an essential element of its legal malpractice claim was negated. Second, the trial court found that no attorney-client relationship existed between Defendants and Dan Maddox individually to sustain a duty of care, thus an essential element of Dan Maddox’s legal malpractice claim was negated, as well. Finally, as to Defendants’ counterclaim for unpaid legal fees, the trial court found that a contract existed; the fees were reasonable; and Camo breached the contract by failing to pay. The trial court also declined to consider Plaintiffs’ expert disclosure on legal malpractice as it was unsworn in contravention of Tennessee Rule of Civil Procedure 56.06. On each of these issues, the trial court found that there was no genuine issue of material fact for trial. Plaintiffs timely appealed to this Court. ISSUES Plaintiffs raise three issues on appeal, which we restate slightly as follows: 1. Whether the trial court erred in granting summary judgment on Camo’s legal malpractice claim on the ground that Camo sustained no damages. 2. Whether the trial court erred in granting summary judgment on Dan Maddox’s legal malpractice claim by concluding that Defendants owed him no duty of care. 3. Whether the trial court erred in granting summary judgment to Defendants on their counterclaim for unpaid legal fees. STANDARD OF REVIEW The trial court decided this case by summary judgment. A trial court may grant summary judgment only if the “pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits . . . show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Tenn. R. Civ. P. 56.04. The propriety of a trial court’s summary judgment decision presents a question of law, which we review de novo with no presumption of correctness. Kershaw v. Levy, 583 S.W.3d 544, 547 (Tenn. 2019). “The moving party has the ultimate burden of persuading the court that there are no genuine issues of material fact and that the moving party is entitled to judgment as a matter of law.” Martin v. Norfolk S. Ry. Co., 271 S.W.3d 76, 83 (Tenn. 2008). As our Supreme Court has instructed, when the moving party does not bear the burden of proof at trial, the moving party may satisfy its burden of production either (1) by affirmatively negating -9-  an essential element of the nonmoving party’s claim or (2) by demonstrating that the nonmoving party’s evidence at the summary judgment stage is insufficient to establish the nonmoving party’s claim or defense. Rye v. Women’s Care Ctr. of Memphis, 477 S.W.3d 235, 264 (Tenn. 2015). “[I]f the moving party bears the burden of proof on the challenged claim at trial, that party must produce at the summary judgment stage evidence that, if uncontroverted at trial, would entitle it to a directed verdict.” TWB Architects, Inc. v. Braxton, LLC, 578 S.W.3d 879, 888 (Tenn. 2019) (citing Celotex Corp. v. Catrett, 477 U.S. 317, 331 (1986)). When a party files and properly supports a motion for summary judgment as provided in Rule 56, “to survive summary judgment, the nonmoving party may not rest upon the mere allegations or denials of its pleading, but must respond, and by affidavits or one of the other means provided in [] Rule 56, set forth specific facts . . . showing that there is a genuine issue for trial.” Rye, 477 S.W.3d at 265 (internal quotation marks and brackets in original omitted). “Whether the nonmoving party is a plaintiff or a defendant—and whether or not the nonmoving party bears the burden of proof at trial on the challenged claim or defense—at the summary judgment stage, ‘[t]he nonmoving party must demonstrate the existence of specific facts in the record which could lead a rational trier of fact to find in favor of the nonmoving party.’” TWB Architects, 578 S.W.3d at 889 (quoting Rye, 477 S.W.3d at 265). DISCUSSION I. Camo’s Legal Malpractice Claim Plaintiffs argue that the trial court erred in finding that Camo suffered no damages. According to Plaintiffs, the trial court disregarded deposition testimony from Camo’s board members that the Bridge Loan was intended to be a legal obligation of Camo. Plaintiffs further contend that the “handshake agreement” was supported by consideration because, in their view, it arose before the real estate deal collapsed, and they assert that the trial court mischaracterized Mr. Cover’s testimony by treating the agreement as an after-the-fact understanding. Plaintiffs also point to the borrowing resolution approved by Camo, arguing that its adoption shows the Board believed Camo was incurring debt in excess of $500,000 and thus intended the Bridge Loan to be a company obligation. Plaintiffs contend that Camo sustained damages when $900,000 of the earnest money deposit became nonrefundable. Per Plaintiffs, there was a contractual agreement—either express, implied-in-fact, or implied-in-law—between Camo and the Maddoxes to repay the latter. In response, Defendants argue that the Maddoxes personally borrowed the earnest money funds, not Camo. Defendants point to the absence of any written agreement binding Camo and assert that Mr. Cover’s testimony is too vague to establish an enforceable “handshake agreement” before the deal fell apart. - 10 -  As this Court has stated, a plaintiff seeking to make a prima facie case for a legal malpractice claim must prove the following elements: “(1) a duty owed by the lawyer; (2) breach of that duty; (3) damages suffered by the plaintiff; (4) the attorney’s breach as the cause in fact of those damages; and (5) the attorney’s breach as the proximate, or legal, cause of the plaintiff’s damages.” Jones v. Allman, 588 S.W.3d 649, 655 (Tenn. Ct. App. 2019) (citing Gibson v. Trant, 58 S.W.3d 103, 108 (Tenn. 2001)). Plaintiffs assert that Camo’s injury is the $900,000 they claim the company was obligated to repay to the Maddoxes, an obligation they say arose from a contractual agreement between the parties. “The essential elements of any breach of contract claim include (1) the existence of an enforceable contract, (2) nonperformance amounting to a breach of the contract, and (3) damages caused by the breach of the contract.” Bynum v. Sampson, 605 S.W.3d 173, 180 (Tenn. Ct. App. 2020) (quoting ARC Lifemed, Inc. v. AMC-Tenn., Inc., 183 S.W.3d 1, 26 (Tenn. Ct. App. 2005)). This Court has discussed the necessity of consideration to a contract as follows: In Tennessee, the requisites for forming a valid contract are well settled. Vraney v. Med. Specialty Clinic, P.C., No. W2012-02144-COA-R3- CV, 2013 WL 4806902, at *18 (Tenn. Ct. App. Sept. 9, 2013). “A contract can be express or implied, and can be written or oral, but regardless, ‘an enforceable contract must result from a meeting of the minds in mutual assent to the terms, must be based upon sufficient consideration, must be free from fraud or undue influence, not against public policy and must be sufficiently definite to be enforced.’” Jones v. LeMoyne-Owen College, 308 S.W.3d 894, 904 (Tenn. Ct. App. 2009) (quoting Thompson v. Hensley, 136 S.W.3d 925, 929-30 (Tenn. Ct. App. 2003)). One of the necessary ingredients for every contract is mutual consideration, Estate of Brown, 402 S.W.3d [193,] 200 [(Tenn. 2013)], and “[the] party attempting to prove the existence of a contract is required to show that the agreement upon which he or she relies was supported by adequate consideration.” Calabro v. Calabro, 15 S.W.3d 873, 876 (Tenn. Ct. App. 1999). Generally, consideration may be either a benefit to the promisor or a detriment to or obligation upon the promisee. Galleria Assocs., L.P. v. Mogk, 34 S.W.3d 874, 876 (Tenn. Ct. App. 2000). Stated differently, “[c]onsideration exists whenever a party does something that he or she has no legal obligation to do or refrains from doing something that he or she has a legal right to do.” Estate of Brown, 402 S.W.3d at 200.[1] Without mutual consideration, a contract is invalid and unenforceable. Id. 1 A promise to do something or refrain from doing something is also sufficient consideration. See Estate of Brown, 402 S.W.3d at 200. - 11 - Deatherage v. Hailey, No. M2015-02202-COA-R3-CV, 2016 WL 3976505, at *2–3 (Tenn. Ct. App. July 19, 2016) (footnote in original but renumbered). Crucially, “past consideration cannot support a current promise.” Bratton v. Bratton, 136 S.W.3d 595, 600 (Tenn. 2004). With respect to implied contracts, implied-in-fact contracts “arise under circumstances which show mutual intent or assent to contract.” Angus v. City of Jackson, 968 S.W.2d 804, 808 (Tenn. Ct. App. 1997). In contrast, implied-in-law contracts “are created by law without the assent of the party bound, on the basis that they are dictated by reason and justice.” Id. Parties asserting an implied-in-law contract, or quasi-contract theory, are required to prove the following elements: (1) There is no existing, enforceable contract between the parties covering the same subject matter; (2) The party seeking recovery proves that it provided valuable goods or services; (3) The party to be charged received the goods or services; (4) The circumstances indicate that the parties to the transaction should have reasonably understood that the person providing the goods or services expected to be compensated; and (5) The circumstances demonstrate that it would be unjust for a party to retain the goods or services without payment. Ferguson v. Nationwide Prop. & Cas. Ins. Co., 218 S.W.3d 42, 50 (Tenn. Ct. App. 2006) (quoting Doe v. HCA Health Services of Tenn., Inc., 46 S.W.3d 191, 197–98 (Tenn. 2001)). Here, the record shows that Dan Maddox and his father took out the Bridge Loan in their own names. They signed the Truxton documents, and Camo does not appear on them as a borrower. Plaintiffs acknowledge that Camo did not sign the loan papers and that Dan Maddox chose to remove Camo as a borrower before the loan closed. Plaintiffs explain that this decision was made to avoid potential embarrassment if Camo later pursued litigation against a former corporate officer. Regardless, whatever the reason, the decision to remove Camo as a borrower was consequential. The distinction between a limited liability company and its members is well-established and part of the very reason why such companies exist. Dan and Jim Maddox signed the note personally, and the obligation to pay was theirs personally. To establish an enforceable obligation on behalf of Camo, Plaintiffs rely on informal conversations and what they describe as a “handshake agreement.” Nevertheless, the - 12 - deposition testimony offered to support this theory was vague. Plaintiffs rely heavily on the testimony of Mr. Cover. However, Mr. Cover could not recall specific details of any conversation. His testimony on the timing and specifics of the supposed agreement was uncertain. At one point, he even testified that “the understanding was it was there as an understanding.” This lack of clarity was not limited to Mr. Cover. The testimony from the other deponents was similarly unclear as to any alleged handshake agreement and any associated details. The issue is not that of party credibility, which is not to be assessed at the summary judgment stage. See In re Lieselotte H. Rogoish Revocable Living Trust, 720 S.W.3d 28, 40 (Tenn. Ct. App. 2023) (“At the summary judgment stage, the trial court may not weigh evidence or determine the credibility of a witness.”). Rather, it is a question of whether this testimony could support the finding of a binding contract. None of the deposition testimony submitted at the summary judgment stage creates a genuine issue of material fact as to any binding obligation by Camo to repay the Maddoxes. The record contains no evidence of mutual assent or definite terms that could support an implied-in- fact contract. Furthermore, Camo neither conferred nor received any benefit that could give rise to an implied-in-law contract. Nothing in this record establishes any obligation by Camo to repay the Maddoxes under either theory. Likewise, the documentary evidence submitted at the summary judgment stage reflects that there was no enforceable agreement. After the deal collapsed, Camo added a balance sheet footnote stating that any verbal commitment to repay the Maddoxes “is not a legal liability” of the company. This was Camo’s own characterization. Dan Maddox testified candidly that, in his interpretation, this statement by Camo appeared to mean that he was out of luck. Indeed, not only does the record not contain any documentation explicitly reflecting a before-the-fact commitment by Camo to repay the Maddoxes, Camo’s financial documents flatly disclaim any legal liability on repayment of the loan. The parties’ conduct reinforces this reality. If Camo had undertaken a repayment obligation, it would likely be making the payments. There was in fact a borrowing resolution, but Camo did not borrow. As it stands, Camo neither borrowed nor lost any money in this transaction. Plaintiffs argue further still that “reason and justice” demand the finding of a binding contract, but vague assurances and hazy recollections that Camo would repay the money will not suffice as a matter of law. The Bridge Loan was personal to the Maddoxes. Camo never became a borrower. The record contains no written agreement obligating Camo to repay the Maddoxes. The deposition testimony offered to support such an obligation was equivocal. Mr. Cover’s description that “the understanding was it was there as an understanding” illustrates the vagueness of the alleged obligation. This is so even viewing the inferences in favor of the Plaintiffs. Most instructively of all, Camo’s own internal documents state that the alleged verbal commitment “is not a legal liability” of the company. In the end, Dan Maddox elected to remove Camo as a borrower, and we must respect the legal distinction between an entity and its members. Defendants filed a properly supported motion for summary judgment as to Camo’s legal malpractice claim, and Plaintiffs have failed to establish a - 13 - genuine issue of material fact in response. We conclude that Defendants have successfully negated the damages element of Camo’s legal malpractice claim. Camo suffered no concrete loss, and it did not bind itself to reimburse the Maddoxes. We therefore conclude, as a matter of law, that Defendants are entitled to summary judgment on Camo’s legal malpractice claim. II. Dan Maddox’s Legal Malpractice Claim Plaintiffs argue next that the trial court erred in finding no attorney-client relationship existed between Dan Maddox and Defendants. Plaintiffs state that Defendants “knew that Dan Maddox could have personal exposure if there were some default under the bridge loan and when the defendant’s [sic] designated Dan Maddox as the authorized representative of their client, Camo, the defendants undertook a duty to take no actions to injure Dan Maddox as the authorized representative of Camo.” They also point to communications in which Mr. Papel allegedly made assurances to Mr. Maddox; to Mr. Tirrill’s understanding that Mr. Papel represented the Maddoxes; and to Mr. Papel’s failure to clarify that he was not their attorney. Plaintiffs further reference the email in which Mr. Papel wrote of “our clients,” suggesting he represented more than just Camo. Plaintiffs argue that an attorney-client relationship of an express or implied nature existed between Mr. Papel and Dan Maddox. In response, Defendants argue that Dan Maddox was never their client because Nelson Mullins represented Camo alone, as confirmed by the Engagement Letter, and note that Dan Maddox himself testified that the issue of personal representation “never came up.” Defendants contend that all communications with Dan Maddox occurred only in his company role with Camo. Defendants assert that they never performed legal services for him personally and that mere mistaken assumptions from third parties do not create an implied attorney-client relationship. A necessary precursor to a legal malpractice claim is the existence of an attorney-client relationship because the attorney’s duty only arises from such a relationship. See Vanderschaaf v. Bishara, No. M2017‑00412‑COA‑R3‑CV, 2018 WL 4677455, at *5 (Tenn. Ct. App. Sept. 28, 2018); see also PNC Multifamily Capital Institutional Fund XXVI Ltd. P’ship v. Bluff City Cmty. Dev. Corp., 387 S.W.3d 525, 543 (Tenn. Ct. App. 2012) (“The paramount requirement in a legal malpractice claim is the existence of an attorney-client relationship.”). In Vanderschaaf, this Court explained that entity representation does not automatically extend to individual members, and an implied attorney-client relationship arises only when the attorney knows or should know t