Rainey v. Stansell

• Decision Date: 16 January 1992
• Court: Tennessee Court of Appeals
• Parties: Brad RAINEY, Plaintiff-Appellee, v. Stephen STANSELL, Defendant-Appellant.

Page 117

836 S.W.2d 117

Brad RAINEY, Plaintiff-Appellee, v. Stephen STANSELL, Defendant-Appellant.

Court of Appeals of Tennessee,

Western Section,

at Jackson.

Jan. 16, 1992.

Application for Permission to Appeal

Denied by

Supreme Court

July 20, 1992.

Larry E. Parish, Memphis, for plaintiff-appellee.

Robert F. Miller, James M. Guill, Memphis, for defendant-appellant.

CRAWFORD, Judge.

This is an interlocutory appeal granted to both parties from the orders of the trial court denying their respective motions for summary judgment.

On September 27, 1987, plaintiff, Brad Rainey, (Purchaser) entered into a contract with defendant, Stephen Stansell, (Seller) for Rainey to purchase approximately 33 acres of land in Shelby County for $400,000. The contract provided in part:

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3. This contract is contingent upon Purchaser obtaining adequate financing within 75 days from the date this contract is executed by all parties. If Purchaser cannot so procure such financing, this contract shall become null and void, and the earnest money shall be returned to Purchaser. If such financing is so procured, Purchaser shall give Welch Realty Company written notice to such effect, and then this contingency shall be deemed removed herefrom. (Emphasis added.)

* * * * * *

The 75 days provided for in the above quoted part of the contract expired December 11, 1987, and Rainey had not, at that time, given any written notice that "adequate financing" had been procured. The parties apparently dispute whether "adequate financing" had been procured by Rainey within the 75 day period because of their dispute as to the definition of "adequate financing." There is no dispute, however, that Rainey did not give the written notification required by the quoted contract provision within the 75 day period.

Both parties adamantly maintain that this is a case for summary judgment and that a decision for one or the other party depends entirely upon the construction of the above-quoted contract provision. Applications for interlocutory appeal were granted on this premise.

The interpretation of a written agreement is a matter of law and not of fact. APAC-Tennessee, Inc. v. J.M. Humphries Const. Co., 732 S.W.2d 601 (Tenn.App.1986). Therefore, our scope of review is de novo on the record with no presumption of correctness of the trial court's conclusions of law. See Adams v. Dean Roofing Co., 715 S.W.2d 341 (Tenn.App.1986).

The cardinal rule for interpretation of contracts is to ascertain the intention of the parties and to give effect to that intention consistent with legal principles. Bob Pearsall Motors, Inc. v. Regal Chrysler-Plymouth Inc., 521 S.W.2d 578 (Tenn.1975). A primary objective in the construction of a contract is to discover the intention of the parties from a consideration of the whole contract. Mckay v. Louisville & N.R. Co., 133 Tenn. 590, 182 S.W. 874 (1916); Burns v. Temperature Control Co., 52 Tenn.App. 51, 371 S.W.2d 804 (1962). In construing contracts, the words expressing the parties' intentions should be given their usual, natural and ordinary meaning, Taylor v. White Stores, Inc., 707 S.W.2d 514 (Tenn.App.1985), and neither party is to be favored in the construction. Ballard v. North American Life Ins. Co., 667 S.W.2d 79 (Tenn.App.1983).

The court, at arriving at the intention of the parties to a contract, does not attempt to ascertain the parties' state of mind at the time the contract was executed, but rather their intentions as actually embodied and expressed in the contract as written. Petty v. Sloan, 197 Tenn. 630, 277 S.W.2d 355 (1955); Sutton v. First Nat'l Bank of Crossville, 620 S.W.2d 526 (Tenn.App.1981). 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. Bank of Commerce & Trust Co. v. Northwestern Nat'l. Life Ins. Co., 160 Tenn. 551, 26 S.W.2d 135, 68 A.L.R. 1380 (1930).

Summary judgment is to be rendered by a trial court only when it is shown 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. 56.03. A motion for summary judgment can provide a quick and inexpensive means to dispose of cases where only legal questions, and not material facts, are at issue. Brookins v. The Round Table, Inc., 624 S.W.2d 547 (Tenn.1981); Ferguson v. Tomerlin, 656 S.W.2d 378 (Tenn.App.1983).

The parties sharply contest the legal construction of the contract clause in question. Rainey asserts that the proper construction of the contract provision is that the determination of whether he has "adequate financing" is a subjective test for him and him alone to determine and that the contract provision does not require that he give notice of having procured adequate financing within the 75-day period. He contends, therefore, that when he gave the notice subsequent to the 75-day period...