Damon Holland v. Brian Sullivan
M2016-00538-COA-R3-CV
| Tenn. Ct. App. | Sep 7, 2017Background
- Holland paid Sullivan for two vehicles (a 2013 BMW and a 2013 Land Rover) under documents titled “Bill of Sale” but the parties treated the transactions as loans with Holland holding the certificates of title as security.
- The BMW’s registered owner was Tamara Sullivan; Brian Sullivan signed documents though ownership/authority was disputed and Tamara denied signing the BMW title.
- Sullivan stopped payment on large checks tendered to Holland; a $5,000 check was later cashed by Holland’s associate with a memo stating it was payment in full.
- Holland hired a tow company to repossess both vehicles; the Sullivans prevented removal of the BMW, then obtained duplicate titles from the County Clerk and sold the BMW to a third party.
- Holland sued for breach of contract, slander of title, conversion, and conspiracy; the trial court found the transactions were loans, ruled for Holland on breach (as to Brian), and held Brian and Tamara jointly liable for slander of title and conspiracy, awarding compensatory and punitive damages.
- On appeal, the Sullivans argued the trial court erred in refusing affirmative defenses (including application of the Tennessee Title Pledge Act), in the liability findings, and in the punitive-damage award; the Court of Appeals affirmed.
Issues
| Issue | Plaintiff's Argument (Holland) | Defendant's Argument (Sullivans) | Held |
|---|---|---|---|
| Did the Sullivans preserve affirmative defenses and does the Tennessee Title Pledge Act (TTPA) apply? | TTPA does not apply because transactions were person-to-person loans; Sullivans waived any TTPA defense by failing to plead it. | The transactions were title loans subject to the TTPA and/or other affirmative defenses (accord & satisfaction, usury, fraud, unlawful repossession). | Court: Sullivans failed to plead required statutory/affirmative defenses properly; TTPA not applied and was waived. |
| Was Brian Sullivan liable for breach of contract? | Holland: Sullivan breached by stopping payments and refusing to deliver vehicles; loans were enforceable. | Sullivans: Transactions were illegal/predatory/title loans, Sullivan lacked authority to convey BMW, contracts unenforceable. | Court: Evidence supports breach finding as to Brian; Sullivans’ appellate briefing waived substantive challenges. |
| Did the Sullivans commit slander of title against Holland? | Holland: He had an ownership/security interest (held titles as collateral); Sullivans published false statements by obtaining duplicate titles and selling the BMW, acting maliciously and causing pecuniary loss. | Sullivans: Slander of title doesn’t apply to personal property; no false publication; Holland failed to perfect interest; Sullivan lacked authority to convey BMW. | Court: Slander of title applies to personal property; Holland had an unperfected but attached security interest; obtaining duplicate titles and sale were false publications made maliciously — verdict affirmed. |
| Were the Sullivans civilly liable for conspiracy and was punitive damages warranted? | Holland: Brian and Tamara acted in concert (joint trip to clerk, coordinated actions) to unlawfully obtain duplicate titles and deprive Holland of security; conduct was intentional and met the clear-and-convincing standard for punitive damages. | Sullivans: They acted separately (different ownership) and Tamara lacked requisite knowledge; case not sufficiently egregious for punitive damages under Hodges. | Court: Evidence supports concerted design, overt acts (duplicate-title applications and sale), and resulting injury; clear-and-convincing proof of intentional misconduct supports punitive damages; award affirmed. |
Key Cases Cited
- Kelly v. Kelly, 445 S.W.3d 685 (Tenn. 2014) (standards for appellate review of trial-court factual findings and deference on credibility)
- Lovlace v. Copley, 418 S.W.3d 1 (Tenn. 2013) (Rule 52.01 findings requirement and sufficiency of trial-court factual findings)
- Gooding v. Gooding, 477 S.W.3d 774 (Tenn. Ct. App. 2015) (necessity of trial-court findings and appellate review/remand guidance)
- Bean v. Bean, 40 S.W.3d 52 (Tenn. Ct. App. 2000) (failure to cite authority or record on appeal can result in waiver)
- Hodges v. S.C. Toof & Co., 833 S.W.2d 896 (Tenn. 1992) (standards for awarding punitive damages: intentional, fraudulent, malicious, or reckless conduct; requirement of clear-and-convincing proof)
- Trau-Med of Am., Inc. v. Allstate Ins. Co., 71 S.W.3d 691 (Tenn.) (conspiracy makes co-conspirators jointly liable for damages caused by the scheme)
- Brooks v. Lambert, 15 S.W.3d 482 (Tenn. Ct. App. 1999) (elements of slander of title)