Tennessee Court of Appeals Reverses Trial Court, Declines to Enforce Estate Sale Contract Due to Indefiniteness of Terms

The Tennessee Court of Appeals (Armstrong, J.) recently reversed the decision of Shelby County Circuit Judge Felicia Corbin Johnson in Acuff v. Baker. The plaintiff, Ms. Acuff, had engaged the defendant, Ms. Baker, for the purposes of organizing her belongings and conducting an estate sale. Ms. Acuff and Ms. Baker orally agreed that Ms. Baker would receive $3,000 plus 15 percent of the estate sale proceeds as her fee. The estate sale netted $6,782. Ms. Acuff was unhappy with this amount and sued, alleging that Ms. Baker either stole some of her possessions or sold them for an unreasonably low price. The trial court found for Ms. Acuff on her claims of breach of contract, negligent bailment, and violations of the Tennessee Consumer Protection Act (TCPA), and awarded Ms. Acuff over $157,000. The Court of Appeals determined that there was clear and convincing evidence to reverse virtually all of the trial court’s factual findings regarding witness credibility. Reiterating the black-letter principle that a contract’s terms must be definite enough to provide a basis for determining the existence of a breach and fashioning an appropriate remedy, the COA held that the trial court had created contractual obligations where there were none. In fact, there was no mutual assent or meeting of the minds between Ms. Acuff and Ms. Baker as to any terms except Ms. Baker’s fee. The COA remanded the case and reduced the judgment in favor of Ms. Acuff to $6,782.


Matt Lyon is the Chair of the TBA Business Law Section, and he is the Associate Dean for Academic Affairs and a Professor of Law at the Lincoln Memorial University Duncan School of Law in Knoxville. He teaches Contracts, Business Associations, Civil Procedure, and Payment Systems. Prior to joining the LMU Law faculty, Lyon served as Senior Judicial Clerk to Justice Gary R. Wade of the Tennessee Supreme Court and was a commercial litigation associate at Sidley Austin LLP in Chicago.

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