Aetna Cas. & Sur. Co. v. Woods
| Court | Supreme Court of Tennessee |
| Writing for the Court | BROCK; HENRY |
| Citation | 565 S.W.2d 861 |
| Decision Date | 08 May 1978 |
| Parties | AETNA CASUALTY AND SURETY COMPANY, Appellant, v. Jayne Ann WOODS, Commissioner of Revenue, State of Tenn. and Henry T. Vance, Jr., Appellees. |
Page 861
v.
Jayne Ann WOODS, Commissioner of Revenue, State of Tenn. and
Henry T. Vance, Jr., Appellees.
Phillip North, Nashville, for appellant; Howell & Fisher, Nashville, of counsel.
Davis S. Weed, Asst. Atty. Gen., Nashville, for appellees; Brooks McLemore, Jr., Atty. Gen., Nashville, of counsel.
BROCK, Justice.
This is an action to recover sales taxes and franchise and excise taxes paid under protest by the plaintiff to the defendant Commissioner of Revenue. The Chancery Court heard the case on the merits and rendered a decision in favor of the Commissioner from which the plaintiff appeals.
The disputed taxes were paid by the plaintiff in its capacity as surety on a bond required by T.C.A., § 57-158(3), to be posted by applicants for licenses to sell liquor by the drink. The principals were Andrew Johnson Properties, Inc., and its president, Henry T. Vance, Jr.
The corporation owned and operated the Andrew Johnson Hotel in Knoxville and the bond in question was executed when it was decided to open a cocktail lounge in a portion of the hotel premises. Within a few months after the bond was posted, the corporation bankrupted and went out of the hotel business, including operation of the lounge.
The issue presented is not whether the disputed taxes were duly owing and payable by the taxpayer but whether the bond obligation assumed by the plaintiff-surety included payment of sales taxes and franchise and excise taxes incurred by the taxpayer, not in connection with the operation of the lounge, but in connection with its other business activities, such as renting the rooms in the hotel.
The record indicates that the receipts from the lounge amounted to approximately 10 percent of the total receipts of the hotel corporation and that the taxes incurred in the sale of alcoholic beverages for consumption on the premises amounted to a total of $1,203.44 while the taxes incurred in connection with the other hotel operations amounted to $6,222.72, sales tax, and $1,411.70, franchise and excise tax.
The bond was drafted by the Commissioner or her predecessor, and is entitled:
"BOND
SALE OF ALCOHOLIC BEVERAGES FOR CONSUMPTION ON THE PREMISES."
It provides, in pertinent part, as follows:
"The above amount ($10,000.00), may be subject to adjustment after the business has been in operation for three complete calendar months, at which time the penal sum thereof shall be no less than four times the average monthly liability of all taxes applicable to sales of alcoholic beverages during the initial three month period . . . . Annually thereafter, the penal sum of the bond shall be for an amount no less than four times the average monthly tax liability for all taxes resulting from sales of alcoholic beverages.
"WHEREAS, the conditions of this obligation are such that the above bounden principal, who has been issued a permit to
Page 864
sell alcoholic beverages for consumption on the premises, as authorized by Chapter 1, Title 57, of the Tennessee Code Annotated, is required by said Chapter to pay gross receipts tax in the amount of 15 per cent of the sales price of all alcoholic beverages sold for consumption on the premises; . . . ."AND WHEREAS, said principal is further obligated by said Chapter to post with the Commissioner of Revenue an indemnity bond to secure the proper payment of all taxes for which the principal may become liable, such taxes to include, but not limited to, those levied by Section 57-157, T.C.A., and Sales Taxes imposed under Chapter 30 of Title 67, T.C.A., applicable to sales of alcoholic beverages.
"NOW, THEREFORE, if the above bounden principal shall faithfully perform the duties imposed upon him and shall well and truly comply with all of said laws and the Rules and Regulations pursuant thereto and shall particularly, promptly and properly account to the State of Tennessee for all sales of alcoholic beverages sold to be consumed on the premises and pay all taxes, interest and penalties for which the licensee may become liable, as provided by statute and any Rule and Regulation promulgated thereunder, such taxes to include, but not limited to, those levied by Section 57-157, T.C.A., and Sales Taxes applicable thereto imposed under Chapter 30 of Title 67, T.C.A., then this obligation shall be null and void; otherwise it shall remain in full force and effect. * * * "
The proper construction of a contractual document is not dependent on any name given to the instrument by the parties, or on any single provision of it, but upon the entire body of the contract and the legal effect of it as a whole. Arbuckle v. Kirkpatrick,, 98 Tenn. 221, 39 S.W. 3 (1897).
The whole contract must be considered in determining the meaning of any or all of its parts. Crouch v. Shepard, 44 Tenn. 383 (1867); Associated Press v. WGNS, Inc., 48 Tenn.App. 407, 348 S.W.2d 507 (1961); Restatement of Contracts § 235(c).
"The principal apparent purpose of the parties is given great weight in determining the meaning...
To continue reading
Request your trial
-
Anglefix Tech, LLC v. Wright Med. Tech., No. 13-cv-2407-JPM-tmp
...all of its parts." Adkins v. Bluegrass Estates, Inc., 360 S.W.3d 404, 411 (Tenn. Ct. App. 2011) (citing Aetna Cas. & Surety Co. v. Woods, 565 S.W.2d 861, 864 (Tenn. 1978)). Each provision of the contract must be construedPage 7 "in harmony with each other . . . to promote consistency and to......
-
State ex rel. Pope v. U.S. Fire Ins. Co., No. E2002-01092-SC-R11-CV
...than that required by the statute, it is presumed that the intention of the parties was to execute such a bond as the law required. 565 S.W.2d 861, 864 (Tenn.1978) (footnote omitted). We can assume that when a bond was executed to comply with a statute, absent anything indicating otherwise,......
-
In re It Group, Inc., Bankruptcy No. 02-10118(MFW).
...be performed in Tennessee. 5. The language of the Tank Contract differs in non-material respects. 6. See Aetna Cas. & Sur. Co. v. Woods, 565 S.W.2d 861, 864 (Tenn.1978) ("The whole contract must be considered in determining the meaning of any or all of its parts." (citation 7. The same conc......
-
Spiegel v. Thomas, Mann & Smith, P.C., No. 257
...in DR 2-108(A). Viewing the contract as a whole, as we must to determine the meaning of any part, see Aetna Cas. & Sur. Co. v. Woods, 565 S.W.2d 861 (Tenn.1978), we conclude that deferred compensation was to be paid to any shareholder leaving the firm, the only exception being that a withdr......
-
Anglefix Tech, LLC v. Wright Med. Tech., No. 13-cv-2407-JPM-tmp
...all of its parts." Adkins v. Bluegrass Estates, Inc., 360 S.W.3d 404, 411 (Tenn. Ct. App. 2011) (citing Aetna Cas. & Surety Co. v. Woods, 565 S.W.2d 861, 864 (Tenn. 1978)). Each provision of the contract must be construedPage 7 "in harmony with each other . . . to promote consistency and to......
-
State ex rel. Pope v. U.S. Fire Ins. Co., No. E2002-01092-SC-R11-CV
...than that required by the statute, it is presumed that the intention of the parties was to execute such a bond as the law required. 565 S.W.2d 861, 864 (Tenn.1978) (footnote omitted). We can assume that when a bond was executed to comply with a statute, absent anything indicating otherwise,......
-
In re It Group, Inc., Bankruptcy No. 02-10118(MFW).
...be performed in Tennessee. 5. The language of the Tank Contract differs in non-material respects. 6. See Aetna Cas. & Sur. Co. v. Woods, 565 S.W.2d 861, 864 (Tenn.1978) ("The whole contract must be considered in determining the meaning of any or all of its parts." (citation 7. The same conc......
-
Spiegel v. Thomas, Mann & Smith, P.C., No. 257
...in DR 2-108(A). Viewing the contract as a whole, as we must to determine the meaning of any part, see Aetna Cas. & Sur. Co. v. Woods, 565 S.W.2d 861 (Tenn.1978), we conclude that deferred compensation was to be paid to any shareholder leaving the firm, the only exception being that a withdr......