G.T. Issa Construction, LLC v. Bonnie Blalock
E2020-00853-COA-R3-CV
| Tenn. Ct. App. | Nov 23, 2021Background
- Blalock contracted with G.T. Issa Construction to build and sell a custom home on a steep lot; the written Purchase and Sale Agreement was a fill‑in‑the‑blank form and included a merger clause and a fee‑shifting provision for enforcement of the agreement.
- A concrete retaining wall was built by Issa though it was not in the house plan, addendum, or the Agreement; Blalock later testified she was told at a materials meeting the wall “would be covered in brick.”
- Issa disputed that promise, saying the conversation referred to a small landscaping wall and asserting the subdivision’s veneer requirement was not being enforced; Issa refused to brick the large retaining wall and quoted $6,800 for brick veneer.
- Blalock closed, paid a contractor $12,400 for stone veneer and new sod, then sued for breach of contract and other claims (good faith, TCPA, promissory fraud, implied warranties) seeking damages and fees; a jury awarded $6,800 on breach of contract.
- The trial court found the Agreement ambiguous as to the retaining wall, permitted extrinsic evidence to supplement the partially integrated contract, denied directed verdicts, rejected challenges to expert testimony as waived, and awarded Blalock $201,255.50 in attorneys’ fees and costs; appellate attorneys’ fees were remanded to the trial court to quantify.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether directed verdict/new trial was required on breach of contract (retaining wall/veneer) | Blalock argued Issa promised brick veneer at the design meeting and built the wall, so extrinsic evidence can supply the term and she proved breach and damages. | Issa argued the written Agreement was fully integrated, silent on the retaining wall, so no contractual obligation existed and verdict should be directed or a new trial granted. | Court: Agreement was only partially integrated because Issa built the wall; extrinsic evidence admissible; disputed facts required jury; $6,800 award supported by Issa’s own testimony. |
| Whether denial of summary judgment and interpretation of paragraph 5(A) was erroneous | Blalock relied on paragraph 5(A) and industry practice to show builder must comply with subdivision covenants. | Issa urged paragraph 5(A) referred only to title encumbrances, not physical improvements, so summary judgment should have been granted. | Not reviewed: denial of summary judgment based on genuine factual dispute is not appealable after trial on the merits. |
| Admissibility of expert testimony / parol and hearsay evidence | Blalock’s expert could testify about industry meaning and rely on hearsay as the basis of his opinion. | Issa argued Kopet’s testimony was impermissible parol evidence and hearsay. | Court: Extrinsic evidence allowed for supplementing a partially integrated contract; hearsay objection to portions of expert testimony was waived at trial. |
| Jury instruction that contract was ambiguous | Blalock argued the court properly left ambiguity decision to the judge and allowed extrinsic evidence. | Issa contended the instruction improperly foreclosed the jury from finding the contract unambiguous. | Court: Whether a contract is ambiguous is a question of law for the court; no error in telling the jury the court found ambiguity. |
| Award of attorneys’ fees for unsuccessful but related claims | Blalock: fees clause covers suits “based on or related to the Agreement”; related claims arose from same operative facts so full fees are recoverable. | Issa: Fees should be limited to successful claims; Mashek requires differentiation between distinct claims. | Court: Applied common‑core/result‑oriented approach (Hensley): all claims arose from the same operative facts tied to the Agreement, so full reasonable fees awarded; trial court’s amount not an abuse of discretion. |
Key Cases Cited
- Lake v. Memphis Landsmen, LLC, 405 S.W.3d 47 (Tenn. 2013) (standard for directed‑verdict review and taking strongest view of evidence for nonmovant)
- Individual Healthcare Specialists, Inc. v. BlueCross BlueShield of Tennessee, Inc., 566 S.W.3d 671 (Tenn. 2019) (parol‑evidence rule and integration principles)
- Hensley v. Eckerhart, 461 U.S. 424 (U.S. 1983) (common‑core/result‑oriented analysis for attorney’s fees)
- Lee Med., Inc. v. Beecher, 312 S.W.3d 515 (Tenn. 2010) (abuse‑of‑discretion review framework for fee awards)
- Tennessee State Bank v. Mashek, 616 S.W.3d 777 (Tenn. Ct. App. 2020) (distinguishing fees allocable to distinct claims vs. common core claims)
- Poole v. Kroger Co., 604 S.W.2d 52 (Tenn. 1980) (deference to jury’s damages determinations)
- Eberbach v. Eberbach, 535 S.W.3d 467 (Tenn. 2017) (enforcement of contractual fee‑shifting provisions on appeal)