OPINION
delivered the opinion of the court,
Owners of adjacent properties entered into negotiations and a subsequent agreement regarding issues concerning their properties. Dispute between the parties arose after one owner began construction of a Walgreens store in an area one party contended was other than that designated for the location of future buildings on the plat configuring the parties’ properties.
The other party alleged that the parties did not have an agreement between them concerning the location of future buildings on the adjacent properties. The trial court determined that the parties only had a meeting of the minds аs to drainage improvements and further determined that the agreement was a contract only for drainage in that the agreement did not contain specific, written restrictive covenants as to the location for future buildings. We affirm.
Raymond Gill, III (Gill) owns real estate in Memphis known as the Kirby Gate Shopping Center (Kirby Gate). Walter Wills, III (Wills) owns the property adjoining Kirby Gate to the north as well as the property south of Kirby Gate, which is located acrоss the street from the shopping center. In the fall of 1986, the parties entered into negotiations regarding the development of their adjacent properties. The parties’ discussions focused mainly on the placement of buildings and the drainage of the property. Before Mr. Wills would agree to allow Mr. Gill to divert water onto his property, Mr. Wills wanted assurances from Mr. Gill regarding the coordinated development of the propеrties. In order to satisfy Mr. Wills’ concerns, Mr. Gill had his architect prepare sketches of the site which detailed the proposed development of the site and the proposed drainage plan. An agreement between the parties was reduced to writing on the face of a proposed drainage improvements plan and was signed by the parties on November 4, 1986. The writing stated:
The undersigned, owners of Kirby Gate Shopping Center, also known as Kirby Quince Shopping Center, their successors and assigns, approve this plan and agree to implement the improvements shown hereon. Walter D. Wills, III agrees to provide easements necessary *285 for thе implementation of the improvements. If the improvements are not completed within one year, then easements shall be granted to the extent such easements do no interfere with the normal operation оf Walter D. Wills, III property.
In 1998, Mr. Wills discovered that Mr. Gill planned to build a free-standing Wal-greens store at Kirby Gate which he believed would interfere with his property. 1 Mr. Wills believed that the Walgreens should be built only in the areas designated “future addition” or “future building” on the proposed drainage improvement plat. Mr. Wills filed a complaint seeking a declaration of the parties’ respective rights under the agreement and a permanent injunction. The trial сourt entered a temporary restraining order against Mr. Gill, preventing him from further construction on the Walgreens building. A preliminary injunction hearing was held at which time the court granted the injunction dependent upon Mr. Wills’ posting of an injunction bond. The trial court found that the agreement between the parties related only to drainage and that the agreement was not a contract for any other purpose. Further, the trial court held that Mr. Gill was allowed to go forward with the construction of the Walgreens store as long as he remained in compliance with the drainage agreement. Upon subsequent motion, the trial court ordered Mr. Wills to pay $3,000 of Mr. Gill’s discretionary сosts.
On appeal, Mr. Wills raises the following issues, as we perceive them, for this court’s review:
1. Whether the trial court erred in finding that the agreement between the parties related only to drainage and was not a cоntract for any other purpose.
2. Whether the trial court erred in holding that Mr. Gill was not precluded by the agreement from undertaking construction on his property.
3. Whether the trial court erred in holding that Mr. Gill could construct the Wаlgreens store as proposed as long as he remains in compliance with the drainage requirements in the agreement.
4. Whether the trial court erred in granting Mr. Gill’s motion for allowance of discretionary costs.
The interpretation of a written agreement is a matter of law and not of fact. Therefore, our review is
de novo
on the record with no presumption of the correctness of the trial court’s conclusions of law.
See Union Planters Nat’l Bank v. American Home Assurance Co.,
The cardinal rule for interpreting contracts is to ascertain the intention of the parties and to give effect to that intention consistent with legal principles.
See Winfree v. Educators Credit Union,
In the case at hand, the dispute between these рarties concerns what was meant by the essential term “improvements.” Mr. Wills testified that the term “improvements” meant drainage improvements, building location, circulation between the properties, and the locatiоns of the drive entrance and the truck court. To support this testimony, counsel for Mr. Wills introduced as Exhibit 1 the proposed drainage improvements plan. In addition to the agreement, the plan included the following language:
NOTE:
To the extent shown hereon, existing curb/gutter along the north and west property lines to be removed during future construction development on the north of the site to provide for common ingress/egress. Future drive and relatеd parking areas, to the extent shown, to be constructed at the developer to the north expense to provide internal circulation across west line of shopping center site to the property tо the north. Exact location of said access drive to be determined at a later date by future development plans. Land east of the centerline of said drive to be maintained by shopping center owner; wеst of cen-terline of said drive by developer to the north. Drainage swale to be provided in this area during future construction. Cost for roads, drainage swale, removal of curbs and gutters, and all other work related to this area to be borne by developer to the north.
Mr. Gill, on the other hand, testified that the term “improvements” in the context it is used on Exhibit 1 refers solely to drainage improvements. Mr. Gill averred that the proposed drainage improvements plan was merely a speculation on what could happen regarding building location. Further, Mr. Gill testified that Exhibit 1 was only a drainage improvements plan, that he signed and agreed only to a drainage plan, аnd that if he would have agreed to building placement, it would have been on a site plan, not a drainage agreement. In summary, Mr. Wills intends the term “improvements” to refer not only to drainage improvements, but to the location of buildings, curbs, entrances, and the truck court, while Mr. Gill intends the term “improvements” to mean solely drainage improvements.
In order to have a binding contract, the parties to the contract must have a meeting of the minds as to the essential terms.
See Sweden v. Trade Envelopes, Inc.,
Exhibit 1 is an architect’s schematic showing the intersection of Quince Road and Kirby Road and depicting the location of the Kirby Gate Shopping Center. On this plat arе the locations of the existing buildings and parking lots. Additionally, the architect has included dashed lines representing the proposed locations of future buildings and parking lots. What is noteworthy about Exhibit 1, however, is that it is entitled “Propоsed Drainage Improvements” and that the specific notations on its face relate only to drainage. Additionally, there is no language of a covenant restricting the construction of buildings only to that area prоposed on Exhibit 1 anywhere on the face of the parties’ agreement. Therefore, it is clear to this court that there is nothing on the document binding either party to a particular location for constructing any future building that either party may decide to erect on their property. Thus, the trial court did not err in concluding that Mr. Gill is not precluded by the agreement from building the Walgreens store in a location other than that proposed on Exhibit 1. Additionally, based upon the foregoing conclusion that Exhibit 1 embodies a formal drainage agreement which is binding on both parties, the trial court did not err in determining that Mr. Gill could construct the Walgreens store as he proрosed provided he remains in compliance with the drainage agreement.
Rule 54.04(2) of the Tennessee Rules of Civil Procedure provides courts with the discretion to award costs for “reasonable and necessаry court reporter expenses for depositions or trials, reasonable and necessary expert witness fees for depositions or trials, and guardian ad litem fees[.]” The trial court is vested with wide discretion in awarding thеse costs.
See Perdue v. Green Branch Mining Co.,
Based on the foregoing, we affirm the trial court’s ruling in all respects. The costs of this appeal are taxed to the appellant, Wills & Wills, L.P., and its surety, for which execution may issue if necessаry.
Notes
. It should be noted here that, at the time of the parties' agreement in November of 1986, the property malting up the proposed Wal-greens site was owned in part by Mr. Gill and in part by Dr. Pinkerton, who is not a party to this action. At that time, Mr. Gill did not have a contract to purchase the "Pinkerton lot” nor did he have any legal right to obtain possession of it from Dr. Pinkerton. Mr. Gill did, in fact, purchase the Pinkerton lot in August of 1987.