Eagle CDI, Inc. v. Michael J. Orr, E2016-01399-COA-R3-CV

The Orrs contracted with Eagle CDI to build a log cabin (Construction Contract, Feb. 1, 2013) and paid a $45,000 payment described on an invoice as a “NON-REFUNDABLE CUSTOMER DEPOSIT/RETAINER.”
Disputes arose after invoiced charges went unpaid (Nov. 6, 2013 invoice $31,382.81; Feb. 27, 2014 invoice $91,187.01). Eagle continued work; the Orrs obtained certificate of occupancy and sought permanent financing.
At closing on Feb. 28, 2014 the Orrs signed a Promissory Note for $122,569.82 (the exact sum of the two unpaid invoices). The Note: one lump-sum due in 30 days, 10% interest, 5% late fee; it made no reference to the Construction Contract or the $45,000 payment.
The Orrs largely failed to pay the Note (one partial payment of $11,594.21); Eagle demanded payment and sued on the Promissory Note (Oct. 6, 2014). The Orrs initially answered pro se admitting signing and default but disputed the balance.
The Orrs later (two weeks before trial, after obtaining counsel) moved to amend their answer to add affirmative defenses of duress and fraud; the trial court denied the motion for undue delay and later entered judgment for Eagle for principal, interest, fees, and attorneys’ fees. The Orrs appealed.

Issue	Plaintiff's Argument (Eagle)	Defendant's Argument (Orrs)	Held
Whether the $45,000 initial payment must be credited against the Promissory Note balance	The Note is a separate, clear, unambiguous obligation for $122,569.82 (the two unpaid invoices); the $45,000 payment is not referenced and therefore not creditable	The $45,000 was a deposit/retainer under the Construction Contract and should be credited toward amounts later secured by the Note	The $45,000 was not credited; the Promissory Note was unambiguous and independent, so the Orrs breached and owe the Note amount plus permitted fees and interest
Whether the trial court abused discretion by denying the Orrs’ motion to amend their answer to assert duress/fraud	Denial was proper given undue delay, lateness (two weeks before trial), prejudice, and potential futility	The Orrs argued the defenses were meritorious and should be allowed despite timing	Denial affirmed: court did not abuse discretion; amendment was untimely and prejudicial

Kafozi v. Windward Cove, LLC, 184 S.W.3d 693 (Tenn. Ct. App. 2005) (contract interpretation: intent determined from language when terms are definite)
Planters Gin Co. v. Fed. Compress & Warehouse Co., Inc., 78 S.W.3d 885 (Tenn. 2002) (literal meaning controls when contract is unambiguous)
Doe v. HCA Health Servs. of Tenn., Inc., 46 S.W.3d 191 (Tenn. 2001) (contracts interpreted from parties’ expressed intent in the text)
Campora v. Ford, 124 S.W.3d 624 (Tenn. Ct. App. 2003) (parol evidence cannot vary clear, unambiguous contract terms)
Pratcher v. Methodist Healthcare Memphis Hosps., 407 S.W.3d 727 (Tenn. 2013) (factors for granting leave to amend: undue delay, bad faith, repeated failures, futility)