Pearson v. Garrett Financial Services, Inc.

849 S.W.2d 776, 1992 Tenn. App. LEXIS 849
CourtCourt of Appeals of Tennessee
DecidedOctober 13, 1992
StatusPublished
Cited by17 cases

This text of 849 S.W.2d 776 (Pearson v. Garrett Financial Services, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Pearson v. Garrett Financial Services, Inc., 849 S.W.2d 776, 1992 Tenn. App. LEXIS 849 (Tenn. Ct. App. 1992).

Opinion

OPINION

SANDERS, Presiding Judge

(Eastern Section).

The Defendant has appealed from a decree holding it liable for breach of contract.

In October, 1985, the Defendant-Appellant, Garrett Financial Services, Inc. (Garrett) entered into an agency agreement with the Plaintiff-Appellee, Tim Pearson, whereby Garrett appointed Pearson its exclusive agent to sell “Lease Programs” to banks and other financial institutions located in a designated area including all of East Tennessee. As pertinent here, the agency agreement provided (1) It was for a term of 10 years from date; (2) As compensation, Garrett was to pay Pearson 50% of the commission it received on each lease program sold by Pearson in the designated territory; (3) In addition to the commission received on the original sale of a lease, Pearson was to also receive 50% of “residual monies” received by Garrett (“residual monies” as used by the parties referred to the sale price of the leased properties at the expiration of the lease), but Pearson, however, would not be entitled to residuals upon expiration of or termination of the agency relationship; (4) The agreement provided that upon expiration or termination of the agency relationship, Pearson would not compete with Garrett in the designated territory for a period of two years; (5) Pearson also agreed to hold Garrett harmless and to indemnify it for any loss caused by him; (6) In addition to Pearson’s duties to sell lease programs in the designated area, he was required, at his own expense, to help service the lease programs such as by collecting rentals in the area.

Mr. Jerry Garrett was the founder of Garrett. He was the operator and principal stockholder of the company until some time prior to 1989 when he transferred his stock to Cumberland Valley Bankshares, Inc. (Cumberland). Cumberland was also the holding company for First Cumberland Bank. After selling his stock in Garrett to Cumberland, Mr. Garrett became chairman of the board of Cumberland and president of First Cumberland Bank. Garrett had some rather severe financial problems and in November, 1989, the board of directors of Cumberland designated Mr. Glen Capps, secretary of First Cumberland Bank, as general manager of Garrett with authority to run the day-to-day operations of the company, but he was to report his activities to the board of directors of Cumberland. Mr. Garrett retained his position as president of the company but apparently exercised no managerial authority over the operations.

In March, 1990, Pearson approached Mr. Capps about terminating the agency agreement and entering into a new agreement which would be substantially to Mr. Pearson’s benefit but virtually of no benefit to Garrett. Mr. Capps agreed to the terms of the contract and presented it to Mr. Garrett with the request that he sign it as president of Garrett. Mr. Garrett strongly opposed the contract but found himself in an awkward position to resist it since he was no longer a stockholder in Garrett. Also, Mr. Ron Filson, who was Pearson’s father-in-law, was a member of the boards of directors of Cumberland, Garrett, and First Cumberland Bank and he requested that [778]*778Mr. Garrett sign the new contract. In order to protect his position as president of First Cumberland Bank and chairman of the board of Cumberland, Mr. Garrett signed the contract as president of Garrett on March 19, 1990. Mr. Capps also signed it as vice president of Garrett but there is no showing he was in fact a vice president of the company.

As pertinent here, the new contract provided (1) The agency agreement of 1985 was terminated; (2) Pearson was released from the agreement not to compete with Garrett in the designated area; (3) Pearson was to receive 50% of all residual monies received by Garrett on lease programs in the designated area; and (4) Pearson was to continue to service all lease programs which he had sold in the area.

Immediately after the agreement was signed, Pearson formed a leasing company and began competing with Garrett. He continued to service the lease programs he had sold for Garrett in the area and Garrett paid Pearson 50% of the residuals received until about the middle of November, 1990.

In the latter part of August, 1990, Mr. Garrett repurchased all of the capital stock of Garrett from Cumberland and started operating the company. Soon after resuming operation of the company, Mr. Garrett submitted the March 19 contract between Garrett and Pearson to his attorney for an opinion as to its legality. In November Mr. Garrett told Mr. Pearson he considered the contract null and void and he would not be paying any more residuals, and that precipitated this litigation.

Pearson filed a complaint, alleging Garrett was indebted to him in excess of $100,-000. Garrett answered, denying it was indebted to him in any amount. As an affirmative defense, Garrett raised a number of issues but, as pertinent to this appeal, it insisted the contract was void for lack of consideration and also because neither Mr. Garrett nor Mr. Capps had authority to execute the contract on behalf of Garrett. Garrett also filed a counterclaim, insisting that the provisions of the 1985 contract were in full force and effect and asking the court to enjoin Pearson from competing with Garrett. It also asked for a judgment against Pearson for the sum of $28,000 which he had wrongfully received for residuals since the execution of the 1990 contract.

Upon the trial of the case, the chancellor found the issues in favor of Pearson and entered a judgment against Garrett for approximately $150,000.

Garrett has appealed, saying the court was in error. We cannot agree, and affirm for the reasons hereinafter stated.

The Appellant’s first issue is: “The 1990 agreement lacks the consideration necessary for there to be the formation of a contract.” The chancellor, in addressing this issue in his memorandum opinion, said: “The first defense asserted by defendant, Garrett Financial, is that there was no consideration for the March 1990 Agreement. We do not agree with the defense on this contention. Under the first, that is the 1985 Agreement, had plaintiff Pearson left Garrett, he would have had no obligation to service accounts and would have received no residuals. Under the March 1990 Agreement, he undertook the burden of servicing accounts, which the evidence discloses included benefits for Garrett, since the accounts had to be serviced, and he received the residuals generated by the contracts serviced. We think this is sufficient consideration under the law, since the general rule is, and would appear to be applicable here, that any consideration, however small, is sufficient. The consideration here, that is servicing the accounts, is substantial.”

Appellant, in its brief, argues that the chancellor was in error in holding Pearson’s agreement to continue servicing the lease contracts after the execution of the 1990 agreement, as he had done prior to that time, was not a valuable consideration because Pearson was agreeing to continue to do what he was already legally required to do under the 1985 contract. Appellant cites us to excellent authority which holds that a promise to perform what one is already legally obligated to do is not a valuable consideration and we agree with Appellant that what Pearson was agreeing [779]*779to do under the 1990 contract was the same thing he agreed to do under the 1985 agreement. Pearson’s obligation to service contracts in the area, however, terminated upon the termination of the 1985 agency agreement.

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Cite This Page — Counsel Stack

Bluebook (online)
849 S.W.2d 776, 1992 Tenn. App. LEXIS 849, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pearson-v-garrett-financial-services-inc-tennctapp-1992.