Charles Pruett v. Karl Wagner

11/10/2026 IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE May 19, 2026 Session CHARLES PRUETT v. KARL WAGNER ET AL. Appeal from the Chancery Court for Marion County No. 8309 Melissa Thomas Willis, Chancellor ___________________________________ No. M2025-00774-COA-R3-CV ___________________________________ This appeal requires us to determine whether the parties’ purchase and sale agreement constitutes an enforceable contract or merely an agreement to agree. At issue is a contract for the sale of property that contains a wetlands mitigation bank and is subject to a conservation easement and a wetlands mitigation banking instrument that impose significant ongoing regulatory obligations under federal and state law. The purchase and sale agreement contains language stating that each party is responsible for seeking independent legal advice concerning the responsibilities associated with the wetlands mitigation bank and conservation easement, which may include the need for a memorandum of understanding or operating agreement between the parties. The parties attempted to negotiate the memorandum of understanding or operating agreement but were unable to agree. The trial court granted sellers/appellees’ motion for summary judgment, finding that the parties’ purchase and sale agreement was not an enforceable agreement because there was no mutual assent as to all material terms, specifically finding that the purported contract indicated that there were to be future negotiations between the parties, which may require additional document(s) to be prepared. Purchaser/appellant appeals. Discerning no error, we affirm. Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed and Remanded STEVEN W. MARONEY, J., delivered the opinion of the court, in which J. STEVEN STAFFORD, P.J., W.S., and VALERIE L. SMITH, J., joined. Michael Ellis Lord and Ian Christopher Quillen, Chattanooga, Tennessee, for the appellant, Charles Pruett. Stephen David Barham and Peter Alan Newman, Chattanooga, Tennessee, for the appellees, Southeastern Green Works, LLC, and Karl Wagner.  OPINION I. Background In August 2022, Appellant Charles Pruett (“Purchaser”) and Appellees Karl Wagner and Southeastern Green Works (together, “Sellers”) executed a Purchase and Sale Agreement (“PSA”). The PSA contemplated the sale of approximately 530 acres of real property in Marion County, Tennessee (the “Property”). The Property contains a wetlands mitigation bank (“Mitigation Bank”) and is subject to a conservation easement (“Conservation Easement”) and a wetlands mitigation banking instrument (“Banking Instrument”) that impose significant ongoing regulatory obligations under federal and state law. Here, the parties dispute whether application of the last sentence of section 3(e) of the PSA negates the mutual-assent, prima-facie element for contract formation. That sentence provides: Each party shall be responsible for seeking independent legal advise [sic] relating [to] the responsibilities associated with the [Conservation Easement] and the [Banking Instrument], which shall survive the closing and may include the need to construct a memorandum of understanding or operating agreement between the parties prior to closing. The trial court viewed this disputed language as requiring future negotiations between the parties, which possibly would require the preparation of additional documents prior to closing. With the parties unable to reach agreement regarding “the preparation of additional documents,” the trial court concluded that there was no mutual assent concerning a material provision of the PSA, i.e., the obligations arising from the ongoing Conservation Easement and Banking Instrument, which would have been addressed in a negotiated memorandum of understanding (“MOU”) or operating agreement (“OA”). On October 21, 2022, Purchaser filed a complaint, seeking specific performance of the PSA. On September 25, 2024, the parties filed cross-motions for summary judgment. In their motion, Sellers asserted, in part, that, “Following extensive negotiations, no agreement for a [MOU] or [OA] was reached. Because the agreement reserves material issues for further negotiation, as a matter of law, it is not a complete agreement.” In his motion for summary judgment, Purchaser argued that section 3(e) of the PSA was included in the contract to protect [Purchaser] by giving him the opportunity -2-  to examine the [Conservation Easement] and the [Banking Instrument] to determine whether he wanted to move forward with the transaction. [Purchaser] did so examine those documents, was comfortable with them, and notified [Sellers] he was ready to close. Second, [Purchaser] anticipates [Sellers] will point to a fragment of the last sentence of Section [3](c), which states that the parties “may” (not “shall”) need to construct a [MOU] or [OA] regarding the responsibilities related to the [Conservation Easement] and [Banking Instrument]. After reviewing the [Conservation Easement and Banking Instrument], [Purchaser] felt no need for any further [MOU] and so advised [Sellers]. Section [3](c) simply provides that [Purchaser] must abide by the [Conservation Easement] and [Sellers] must perform the obligations in the [Banking Instrument] until the expiration of its term. In other words, that sentence already covers the responsibilities of both parties before and after the closing with regard to those documents. In their brief, Sellers assert that the MOU or OA contemplated in section 3(e) of the PSA was necessary to protect them from ongoing obligations regarding the Mitigation Bank. On November 1, 2024, the trial court heard the cross-motions for summary judgment. By order of November 22, 2024, the trial court granted Sellers’ motion for summary judgment, finding that there was no “meeting of the minds” as to a material provision of the PSA. On December 23, 2024, Purchaser filed a Rule 59.04 motion to alter or amend the November 22, 2024 order. Sellers opposed the motion, which was heard on April 4, 2025. By order of April 23, 2025, the trial court denied Purchaser’s motion to alter or amend and reaffirmed the grant of Sellers’ motion for summary judgment. On May 22, 2025, Purchaser filed his notice of appeal. II. Issues Purchaser raises the following issues for review as stated in his brief: 1. Whether the trial court erred, ruling that a fully executed purchase and sale agreement was not a binding contract but, rather, an unenforceable agreement to agree, granting [Sellers’] motion for summary judgment and denying [Purchaser’s] motion for summary judgment on that basis. 2. Regardless of whether the denial of [Purchaser’s] motion for summary judgment and motion to alter or amend judgment was proper, whether the trial court erred by granting [Sellers’] motion for summary judgment despite the presence of disputed material facts that should have been tried at a trial of this matter. -3-  3. Whether the trial court’s order granting [Sellers’] motion for summary judgment and denying [Purchaser’s] motion for summary judgment provided a sufficient statement of the legal grounds for its decision as required by Tenn. R. Civ. P. 56.04. III. Standard of Review The Tennessee Supreme Court has explained that review[] [of] a trial court’s ruling on a motion for summary judgment [is] de novo, with no presumption of correctness. Snake Steel, Inc. v. Holladay Constr. Grp., LLC, 625 S.W.3d 830, 834 (Tenn. 2021) (citing Rye v. Women’s Care Ctr. of Memphis, MPLLC, 477 S.W.3d 235, 250 (Tenn. 2015)). Whether a valid contract exists is a question of law. German v. Ford, 300 S.W.3d 692, 701 (Tenn. Ct. App. 2009) (citing Murray v. Tenn. Farmers Assurance Co., No M2008-00115-COA-R3-CV, 2008 WL 3452410, at *2 (Tenn. Ct. App. Aug. 12, 2008)). Interpretation of a contract and a determination of the parties’ intentions related to the contract are also questions of law. Guiliano v. Cleo, Inc., 995 S.W.2d 88, 95 (Tenn. 1999). Accordingly, “the trial court’s decisions relating to contract formation and its interpretation of the contract are not afforded a presumption of correctness.” German, 300 S.W.3d at 702. Contracts should be interpreted according to their plain terms, as those terms are ordinarily understood. See, e.g., Individual Healthcare Specialists, Inc. v. BlueCross BlueShield of Tenn., Inc., 566 S.W.3d 671, 694 (Tenn. 2019) (explaining that “Tennessee courts give primacy to the contract terms, because the words are the most reliable indicator—and the best evidence— of the parties’ agreement when relations were harmonious” (internal quotation marks omitted)); Action Chiropractic Clinic, LLC v. Hyler, 467 S.W.3d 409, 412 (Tenn. 2015) (explaining that “[w]e construe contractual language according to its ‘plain, ordinary, and popular sense’” (quoting West v. Shelby Cnty. Healthcare Corp., 459 S.W.3d 33, 42 (Tenn. 2014))); Maggart v. Almany Realtors, Inc., 259 S.W.3d 700, 704 (Tenn. 2008) (same); Bob Pearsall Motors v. Regal Chrysler-Plymouth, Inc., 521 S.W.2d 578, 580 (Tenn. 1975) (same); Guardian Life Ins. Co. of Am. v. Richardson, 23 Tenn. App. 194, 129 S.W.2d 1107, 1116 (1939) (same). Pharma Conference Education, Inc. v. State, 703 S.W.3d 305, 311-12 (Tenn. 2024). IV. Analysis A. Sufficiency of Trial Court’s Findings -4-  Addressing the issues raised by Purchaser in reverse order, we first consider the argument that the trial court’s order granting Sellers’ motion for summary judgment and denying Purchaser’s motion for summary judgment provided a sufficient statement of the legal grounds for its decision as required by Tennessee Rule of Civil Procedure 56.04. In its order granting Sellers’ motion for summary judgment, the trial court held, in relevant part: [T]he Court finds there is no genuine issue as to any material fact. After careful analysis of the language in question, the Court finds the purported contract is not an enforceable contract because there was no meeting of the minds between the Parties as to all material terms. Specifically, the purported contract indicates that there were to be future negotiations between the parties, which may require additional document(s) to be prepared. As set forth in more detail below, we agree with the finding and the stated rationale. The Tennessee Supreme Court has stressed “the fundamental importance of assuring that a trial court’s decision either to grant or deny a summary judgment is adequately explained[.]” Smith v. UHS of Lakeside, Inc., 439 S.W.3d 303, 314 (Tenn. 2014). See also Boyd v. Gibson, No. W2020-01305-COA-R3-CV, 2022 WL 95167, at *4 (Tenn. Ct. App. Jan. 10, 2022) (“Naturally, in order for this Court to ascertain whether an error in the trial court’s summary judgment ruling exists, we must first understand the basis for the court’s judgment.”). The adequacy of a trial court’s explanation turns not on a rote counting of its words, sentences, or pages, but rather on its substance. Here, it is clear that the trial court based its ruling on the language of the contract itself, which we are equally capable of reading and interpreting. German, 300 S.W.3d at 702. The trial court has pointed out the disputed sentence and its conclusions concerning that sentence. While more detail will always aid us in properly understanding why a trial court ruled as it did and may prevent the need to vacate or reverse a ruling, we are not persuaded that this ruling fails to provide us an ability to meaningfully review the trial court’s judgment. B. Existence of Disputed Material Fact Purchaser next argues that the trial court erred in granting summary judgment because there is a dispute of material fact concerning whether the disputed contractual language is permissive, i.e., not material to the contract formation, or whether it constitutes a condition precedent that must be satisfied in order for the PSA to be enforceable. Specifically, as stated in his brief, Purchaser argues that “[b]y interpreting the MOU clause as a condition precedent to contract and then promptly granting summary judgment in Sellers’ favor, the trial court necessarily determined that the parties did, in fact, need a [MOU].” We disagree. -5-  From its order, supra, in interpreting the disputed section of the parties’ PSA, the trial court was concerned with whether there was a meeting of the minds, a necessary prima-facie element for contract formation. Contrary to Purchaser’s argument, the trial court did not implicitly find that a subsequent MOU was required; rather, it found that the disputed sentence in the PSA indicated that there were to be future negotiations between the parties toward an ultimate agreement, which “may” require the preparation of additional document(s), i.e., a MOU or OA. Therefore, Purchaser’s argument that there is a dispute of material fact over the requirement of an MOU precluding summary judgment fails. C. Mutual Assent We now turn to Purchaser’s initial issue, upon which the case turns, namely, whether the trial court erred in ruling that the PSA was not a binding contract but, rather, an unenforceable agreement to agree. This Court has explained: To be enforceable, a contract must result from a meeting of the minds [i.e., mutual assent], be based on sufficient consideration, and be sufficiently definite. Peoples Bank of Elk Valley v. ConAgra Poultry Co., 832 S.W.2d 550, 553 (Tenn. Ct. App. 1991). “If the essential terms of an alleged agreement are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract.” Id. at 553-554 (citing Restatement (2d) Contracts, § 33 (1981)). When a term is left open for future negotiation, there is nothing more than an unenforceable agreement to agree. See Four Eights, L.L.C. v. Salem, 194 S.W.3d 484, 486 (Tenn. Ct. App. 2005). “It is a fundamental rule of law that an alleged contract which is so vague, indefinite and uncertain as to place the meaning and intent of the parties in the realm of speculation is void and unenforceable.” Id. at 487 (quoting United Am. Bank of Memphis v. Walker, 1986 WL 11250 (Tenn. Ct. App. 1986) (quoting King v. Dalton Motors, Inc., 260 Minn. 124, 109 N.W.2d 51 (1961))). . . . [A] contract “must result from a meeting of the minds of the parties in mutual assent to the terms, must be based upon a sufficient consideration, free from fraud or undue influence, not against public policy and sufficiently definite to be enforced.” Doe v. HCA Health Servs. of Tenn., Inc., 46 S.W.3d 191, 196 (Tenn. 2001) (citations omitted). Cadence Bank N.A. v. The Alpha Trust, 473 S.W.3d 756, 774 (Tenn. Ct. App. 2015), perm. app. denied (Tenn. June 11, 2015). This contract case turns on the prima-facie element of mutual assent. This Court has noted that, “The legal mechanism by which parties show their assent to be bound is through offer and acceptance.” Moody Realty Co. Inc. v. Huestis, 237 S.W.3d 666, 675 n. 8 (Tenn. Ct. App. 2007). We have defined an offer as “a promise, an undertaking to carry -6- an intention into effect, and not a desire or ‘a mere expression of intention or general willingness to do something on the happening of a particular event or in return for something to be received.’” Johnson v. Herren, C.A., No. 88-160-II, 1988 WL 119278, at *2 (Tenn. Ct. App. Nov. 10, 1988) (quoting Talley v. Curtis, 129 S.W.2d 1099, 1102 (Tenn. Ct. App. 1939)). To determine mutuality of assent, we assess “the parties’ manifestations according to an objective standard.” Moody Realty Co., Inc., 237 S.W.3d at 674 (citing Staubach Retail Serv. Southeast, LLC v. H.G. Hill Realty Co., 160 S.W.3d 521, at 524 (Tenn. Ct. App. March 22, 2005) (citations omitted)). We have stated that: The primary test as to the actual character of a contract is the intention of the parties, to be gathered from the whole scope and effect of the language used, and mere verbal formulas, if inconsistent with the real intention, are to be disregarded. It does not matter by what name the parties chose to designate it. But the existence of a contract, the meeting of the minds, the intention to assume an obligation, and the understanding are to be determined in case of doubt not alone from the words used, but also the situation, acts, and the conduct of the parties, and the attendant circumstances. Gurley v. King, 183 S.W.3d 30, 43 (Tenn. Ct. App. 2005) (citing 17 Am. Jur. 2d Contracts § 1 (1964)); Cummins v. Opryland Prods., No. M1998-00934-COA-R3-CV, 2001 WL 219696 (Tenn. Ct. App. 2001) (“Precedent requires us to use an objective test to determine mutual assent . . . .”). Therefore, we must determine whether a reasonable onlooker, based upon the parties’ outward manifestations, would conclude that Purchaser and Seller agreed to be bound by the terms of the PSA without any additional agreement regarding the responsibilities associated with the Conservation Easement and the Banking Instrument or whether their agreement was to continue to negotiate regarding those responsibilities. Moody Realty Co., Inc., 237 S.W.3d at 674. It is undisputed that the Conservation Easement and Banking Instruments place burdens on the owner of the Property. Sellers wish to ensure that they will be relieved of those burdens after the sale is completed, and Purchaser needs to understand and accept the burdens before taking ownership. This is the gravamen of the mutual-assent criterion for contract formation in this case—do the parties agree as to the assignment of responsibilities for the Conservation Easement and Banking Instrument that are essential elements of the contract for the sale of this particular Property, which is subject to a Mitigation Bank. Purchaser maintains that the contemplated MOU was an added protection for him, and that he could unilaterally waive that requirement, which he attempted to do. Accordingly, he maintains that there are no disputes as to any material provisions of the PSA. However, the “cardinal rule of contractual interpretation is to ascertain and give effect to the intent of the parties” as expressed in the plain language of the contract. Dick Broad. Co. v. Oak Ridge FM, Inc., 395 S.W.3d 653, 659 (Tenn. 2013); Individual Healthcare Specialists, Inc., 566 S.W.3d at 694. Had the parties’ intent been to grant -7- Purchaser sole discretion as to whether the MOU was necessary, as he argues, the PSA would have placed the onus of consulting with legal counsel on Purchaser alone; however, that is not what the PSA provides. The last sentence of section 3€ of the PSA did not expressly require execution of an MOU or OA. Rather, the disputed sentence states that, “Each party shall be responsible for seeking independent legal advise [sic] related to the responsibilities associated with the CE and BI, which . . . may include the need to construct a memorandum of understanding or operating agreement between the parties . . .” (emphasis added). The use of “each party” denotes a mutual right to seek independent legal advice, but there is no language to denote which party will have the final say concerning the need for a subsequent agreement. Accordingly, Purchaser’s waiver of any such subsequent agreement does not, ipso facto, waive Sellers’ right to same under the PSA. The relevant inquiry is whether the parties objectively manifested mutual assent regarding the allocation of the responsibilities associated with the Conservation Easement and the Banking Instrument. As written, the disputed language does not constitute a meeting of the minds on a final agreement. Rather, it contemplates that the parties will need to negotiate further concerning their respective responsibilities associated with the Conservation Easement and the Banking Instrument before reaching an ultimate agreement. Because the PSA supplied no objective method for resolving the question as to whether such an agreement was necessary, their agreement in the PSA left a material matter for future determination and negotiation. As such, the trial court correctly found that the disputed language constitutes an agreement to agree. “When a term is left open for future negotiation, there is nothing more than an unenforceable agreement to agree.” Cadence Bank, N.A., 473 S.W.3d at 774; see Four Eights, LLC v. Salem, 194 S.W.3d 484, 486 (Tenn. Ct. App. 2005). V. Conclusion For the foregoing reasons, the trial court’s order granting summary judgment in favor of Appellees/Sellers is affirmed, and the case is remanded for such further proceedings as may be necessary and are consistent with this opinion. Costs of the appeal are assessed to the Appellant/Purchaser, Charles Pruett. Execution for costs may issue if necessary. s/ Steven Maroney STEVEN W. MARONEY, JUDGE -8-