Walnut Run Homeowner's Association, Inc. v. Jerry Wayne Wilkerson, E2016-01084-COA-R3-CV

The Robinsons developed Walnut Run Subdivision; restrictive covenants (Covenants) were recorded in March 2007 and limited fence height to 4 feet and required written developer/committee approval for fences. An amendment (creating an Architectural Review Committee and reiterating 4-ft fence limit) was later recorded.
Deeds conveying lots—including the lot at issue—stated conveyances were "subject to" the Covenants. Defendant Wilkerson acquired the lot after these recordings.
Wilkerson began constructing an 8-foot wooden fence around his backyard pool without written approval; the Association denied his proposals and asked him to stop and remove the fence.
The Walnut Run Homeowner’s Association sued for injunctive relief and damages; Wilkerson challenged enforceability of the Covenants arguing (1) the Covenants were executed by Terry Payne, a non-owner, (2) the Covenants did not bind future grantees, and (3) the signatory identification was ambiguous.
The trial court granted summary judgment to the Association, alternatively ruling the Covenants were enforceable as real covenants and equitable servitudes and ordering removal/ compliance; it also awarded attorney fees. Wilkerson appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Authority of Payne to execute Covenants	Recorded documents and affidavits show Payne was authorized by the Robinsons (power of attorney / authorization)	Payne lacked an ownership interest and thus could not bind the property	Court found Payne had authority (sufficient evidence of authorization); summary judgment affirmed
Meaning of term "Walnut Run" as signatory	"Walnut Run" refers to the subdivision/owners and was a valid signatory reference	Term ambiguous; does not define owners and thus undermines execution	Court agreed the term refers to the property, not owners, but this did not void enforceability given Payne's authority
Whether Covenants bind remote grantees	Covenants state they "run with the land" and bind present and future owners; deeds conveyed subject to Covenants	Covenants lack explicit language binding future grantees	Court held language and circumstances show intent to bind successors; Covenants enforceable against Defendant
Attorney fees on appeal	Covenant provides for attorney fees; fees recoverable under contract exception to American Rule	Opposed	Court held Association entitled to appellate fees; remanded to determine reasonable amount

Rye v. Women’s Care Ctr. of Memphis, 477 S.W.3d 235 (Tenn. 2015) (summary-judgment standard and nonmoving-party burden)
Hughes v. New Life Dev. Corp., 387 S.W.3d 453 (Tenn. 2012) (courts construe restrictive covenants against restrictions; general disfavor of covenants that restrict property use)
Hillis v. Powers, 875 S.W.2d 273 (Tenn. Ct. App. 1993) (covenants run with land where intent to bind successors is ascertainable)
Gambrell v. Nivens, 275 S.W.3d 429 (Tenn. Ct. App. 2008) (elements for equitable servitude: touches and concerns land, intent to bind, notice)
State v. Brown & Williamson Tobacco Corp., 18 S.W.3d 186 (Tenn. 2000) (American Rule for attorney-fee awards)
Taylor v. Fezell, 158 S.W.3d 352 (Tenn. 2005) (contractual or statutory basis required for fee-shifting)
Cracker Barrel Old Country Store, Inc. v. Epperson, 284 S.W.3d 303 (Tenn. 2009) (framework for contractual attorney-fee recovery)
John Kohl & Co. v. Dearborn & Ewing, 977 S.W.2d 528 (Tenn. 1998) (exceptions to American Rule explained)