IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE FILED June 29, 1999
BRUCE A. SIMPSON, ) Cecil Crowson, Jr. ) Appellate Court Clerk Plaintiff/Appellant, ) ) Appeal No. ) 01-A-01-9809-CV-00493 VS. ) ) Davidson Circuit ) No. 96C-1496 BICENTENNIAL VOLUNTEERS, INC., ) PARTNERS FOR ENVIRONMENTAL ) SOLUTIONS, INC., INNOVATIVE ) TECHNIQUES, L.L.C., ) ) Defendants/Appellees. )
APPEALED FROM THE CIRCUIT COURT OF DAVIDSON COUNTY AT NASHVILLE, TENNESSEE
THE HONORABLE BARBARA N. HAYNES, JUDGE
MICHAEL M. CASTELLARIN 95 White Bridge Road, Suite 509 Nashville, Tennessee 37205 Attorney for Plaintiff/Appellant
JANET L. HOGAN 620 W. Hill Avenue Knoxville, Tennessee 37902 Attorney for Defendant/Appellee Bicentennial Volunteers, Inc.
JOSEPH P. RUSNAK 315 Deaderick Street Nashville, Tennessee 37238 Attorney for Defendant/Appellee Partners for Environmental Solutions, Inc.
AFFIRMED IN PART; REVERSED IN PART; AND REMANDED
BEN H. CANTRELL, PRESIDING JUDGE, M.S.
CONCUR: KOCH, J. COTTRELL, J.
OPINION This is an action for payment of the costs of renovating a truck and
trailer to be used as a mobile solid waste exhibit. The plaintiff sued the parties
involved in developing the exhibit on the basis of contract and quantum meruit and
sought to enforce the liens provided by Tenn. Code Ann. § 66-19-101 and Tenn. Code
Ann. § 66-19-103. The Circuit Court of Davidson County granted summary judgment
to the owner of the truck and trailer and certified the dismissal as a final judgment
under Rule 54.02, Tenn. R. Civ. Proc. Because we find there are factual disputes
affecting the quantum meruit claim against the owner, we reverse and remand for a
consideration of the merits on this theory.
I.
In June of 1995, Bicentennial Volunteers, Inc. (BVI) and Partners for
Environmental Solutions, Inc. (PES) agreed to “cooperate in constructing a second
solid waste mobile exhibit, and maintaining and operating both units.” The agreement
provided that BVI would furnish a truck and trailer and PES would design and
construct the exhibit. After the exhibit was completed, BVI would arrange for
maintenance and operation while PES would schedule the exhibit and arrange funding
for operating and maintenance costs. At the end of the project the truck and trailer
and all installed equipment, except exhibit materials, would revert to BVI.
PES contracted with Innovative Techniques, L.L.C. to construct the
exhibit. Due to a shortage of space and the pressure to complete the exhibit in a
timely fashion, Innovative Techniques, L.L.C. contracted with Bruce Simpson to do a
major part of the work for a contract price of $40,005. Mr. Simpson performed the
work at his own shop, and he has an $18,245 outstanding balance on his bill.
II.
-2- Mr. Simpson sued BVI, PES, and Innovative Techniques, L.L.C. on the
theories of contract and unjust enrichment, and asserted a lien against the truck and
trailer. The trial judge granted summary judgment to BVI.
To merit summary judgment, the moving party has the burden of
showing that no genuine issue of fact exists and that the movant is entitled to
judgment as a matter of law. Tenn. R. Civ. Proc. 56.03; Byrd v. Hall, 847 S.W.2d 208
(Tenn. 1993). In this case there are very few facts in dispute; and the facts that are
in dispute relate to the relationship between BVI and PES. In order to sustain his
contract theory, Mr. Simpson asserts that BVI and PES were engaged in a joint
venture or that PES was BVI’s agent when PES contracted for the work to be done
on the truck. In either case BVI arguably would be bound by the terms of the contract.
See Williamson Leasing Co. v. Kephart, 627 S.W.2d 683 (Tenn. App. 1981) and
Intersparex Leddin KG v. Al-Haddad, 852 S.W.2d 245 (Tenn. App. 1992). In all of
this, it seems to us, Mr. Simpson concedes that BVI did not contract with him directly.
The missing link on the contract theory, however, is any evidence from
which a finder of fact could conclude that PES contracted with Mr. Simpson. Mr.
Simpson himself says that he did the work for Innovative Techniques, L.L.C.. The
other affidavits in the record all deny that PES had a contract with Mr. Simpson.
Therefore, BVI was entitled to summary judgment on the contract theory.
III.
The unjust enrichment issue is not so simple. A claim for unjust
enrichment in Tennessee rests, in part, on the fact that the parties did not have an
enforceable contract. Castelli v. Lien, 910 S.W.2d 420 (Tenn. App. 1995). The other
elements are: (1) the furnishing of goods or services, (2) to the party to be charged,
(3) under circumstances showing that the parties should have reasonably understood
that the provider expected to be paid, and (4) under circumstances showing it would
be unjust for the benefitted party to retain the benefit without paying for it. CPB
-3- Management, Inc. v. Everly, 939 S.W.2d 78, 81 (Tenn. App. 1996). The amount of
the recovery is the value of the benefit conferred, not the cost to the furnisher.
Bauman v. Smith, 499 S.W.2d 935 (Tenn. App. 1972).
We think that whether BVI received a benefit from Mr. Simpson’s service
is a question of fact. The truck and trailer belonged to BVI. Mr. Simpson worked on
BVI’s property. Mr. Simpson states that there was a benefit to BVI (although he states
it in terms of his unpaid contract price), and the contract with PES provides that at the
end of the project all the installed equipment -- except the exhibit materials -- would
revert to BVI. BVI’s proof says it received no benefit whatever. We think that
presents a classic factual dispute. Therefore, BVI was not entitled to summary
judgment on the unjust enrichment claim.
IV.
The two statutory liens provide protection for persons who work on
vehicles, but the conditions precedent in the statutes are different. Tenn. Code Ann.
§ 66-19-101 provides:
There shall be a lien upon any type of conveyance used in the transportation of persons or merchandise either by land or by water or through the air, propelled by any sort of power, for any repairs or improvements made or parts or fixtures furnished at the request of the owner, or the owner’s agent, in favor of the mechanic, contractor, founder, or machinist who makes on any such vehicle mentioned any repairs or puts thereon any improvements, fixtures, machinery, or materials; provided, the lien herein created shall not extend to, nor shall the provisions of this section and § 66-19-102 be construed as in any way affecting the right and title acquired by a purchaser without notice.
In contrast, Tenn. Code Ann. § 66-19-103 provides a lien for
garagekeepers:
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IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE FILED June 29, 1999
BRUCE A. SIMPSON, ) Cecil Crowson, Jr. ) Appellate Court Clerk Plaintiff/Appellant, ) ) Appeal No. ) 01-A-01-9809-CV-00493 VS. ) ) Davidson Circuit ) No. 96C-1496 BICENTENNIAL VOLUNTEERS, INC., ) PARTNERS FOR ENVIRONMENTAL ) SOLUTIONS, INC., INNOVATIVE ) TECHNIQUES, L.L.C., ) ) Defendants/Appellees. )
APPEALED FROM THE CIRCUIT COURT OF DAVIDSON COUNTY AT NASHVILLE, TENNESSEE
THE HONORABLE BARBARA N. HAYNES, JUDGE
MICHAEL M. CASTELLARIN 95 White Bridge Road, Suite 509 Nashville, Tennessee 37205 Attorney for Plaintiff/Appellant
JANET L. HOGAN 620 W. Hill Avenue Knoxville, Tennessee 37902 Attorney for Defendant/Appellee Bicentennial Volunteers, Inc.
JOSEPH P. RUSNAK 315 Deaderick Street Nashville, Tennessee 37238 Attorney for Defendant/Appellee Partners for Environmental Solutions, Inc.
AFFIRMED IN PART; REVERSED IN PART; AND REMANDED
BEN H. CANTRELL, PRESIDING JUDGE, M.S.
CONCUR: KOCH, J. COTTRELL, J.
OPINION This is an action for payment of the costs of renovating a truck and
trailer to be used as a mobile solid waste exhibit. The plaintiff sued the parties
involved in developing the exhibit on the basis of contract and quantum meruit and
sought to enforce the liens provided by Tenn. Code Ann. § 66-19-101 and Tenn. Code
Ann. § 66-19-103. The Circuit Court of Davidson County granted summary judgment
to the owner of the truck and trailer and certified the dismissal as a final judgment
under Rule 54.02, Tenn. R. Civ. Proc. Because we find there are factual disputes
affecting the quantum meruit claim against the owner, we reverse and remand for a
consideration of the merits on this theory.
I.
In June of 1995, Bicentennial Volunteers, Inc. (BVI) and Partners for
Environmental Solutions, Inc. (PES) agreed to “cooperate in constructing a second
solid waste mobile exhibit, and maintaining and operating both units.” The agreement
provided that BVI would furnish a truck and trailer and PES would design and
construct the exhibit. After the exhibit was completed, BVI would arrange for
maintenance and operation while PES would schedule the exhibit and arrange funding
for operating and maintenance costs. At the end of the project the truck and trailer
and all installed equipment, except exhibit materials, would revert to BVI.
PES contracted with Innovative Techniques, L.L.C. to construct the
exhibit. Due to a shortage of space and the pressure to complete the exhibit in a
timely fashion, Innovative Techniques, L.L.C. contracted with Bruce Simpson to do a
major part of the work for a contract price of $40,005. Mr. Simpson performed the
work at his own shop, and he has an $18,245 outstanding balance on his bill.
II.
-2- Mr. Simpson sued BVI, PES, and Innovative Techniques, L.L.C. on the
theories of contract and unjust enrichment, and asserted a lien against the truck and
trailer. The trial judge granted summary judgment to BVI.
To merit summary judgment, the moving party has the burden of
showing that no genuine issue of fact exists and that the movant is entitled to
judgment as a matter of law. Tenn. R. Civ. Proc. 56.03; Byrd v. Hall, 847 S.W.2d 208
(Tenn. 1993). In this case there are very few facts in dispute; and the facts that are
in dispute relate to the relationship between BVI and PES. In order to sustain his
contract theory, Mr. Simpson asserts that BVI and PES were engaged in a joint
venture or that PES was BVI’s agent when PES contracted for the work to be done
on the truck. In either case BVI arguably would be bound by the terms of the contract.
See Williamson Leasing Co. v. Kephart, 627 S.W.2d 683 (Tenn. App. 1981) and
Intersparex Leddin KG v. Al-Haddad, 852 S.W.2d 245 (Tenn. App. 1992). In all of
this, it seems to us, Mr. Simpson concedes that BVI did not contract with him directly.
The missing link on the contract theory, however, is any evidence from
which a finder of fact could conclude that PES contracted with Mr. Simpson. Mr.
Simpson himself says that he did the work for Innovative Techniques, L.L.C.. The
other affidavits in the record all deny that PES had a contract with Mr. Simpson.
Therefore, BVI was entitled to summary judgment on the contract theory.
III.
The unjust enrichment issue is not so simple. A claim for unjust
enrichment in Tennessee rests, in part, on the fact that the parties did not have an
enforceable contract. Castelli v. Lien, 910 S.W.2d 420 (Tenn. App. 1995). The other
elements are: (1) the furnishing of goods or services, (2) to the party to be charged,
(3) under circumstances showing that the parties should have reasonably understood
that the provider expected to be paid, and (4) under circumstances showing it would
be unjust for the benefitted party to retain the benefit without paying for it. CPB
-3- Management, Inc. v. Everly, 939 S.W.2d 78, 81 (Tenn. App. 1996). The amount of
the recovery is the value of the benefit conferred, not the cost to the furnisher.
Bauman v. Smith, 499 S.W.2d 935 (Tenn. App. 1972).
We think that whether BVI received a benefit from Mr. Simpson’s service
is a question of fact. The truck and trailer belonged to BVI. Mr. Simpson worked on
BVI’s property. Mr. Simpson states that there was a benefit to BVI (although he states
it in terms of his unpaid contract price), and the contract with PES provides that at the
end of the project all the installed equipment -- except the exhibit materials -- would
revert to BVI. BVI’s proof says it received no benefit whatever. We think that
presents a classic factual dispute. Therefore, BVI was not entitled to summary
judgment on the unjust enrichment claim.
IV.
The two statutory liens provide protection for persons who work on
vehicles, but the conditions precedent in the statutes are different. Tenn. Code Ann.
§ 66-19-101 provides:
There shall be a lien upon any type of conveyance used in the transportation of persons or merchandise either by land or by water or through the air, propelled by any sort of power, for any repairs or improvements made or parts or fixtures furnished at the request of the owner, or the owner’s agent, in favor of the mechanic, contractor, founder, or machinist who makes on any such vehicle mentioned any repairs or puts thereon any improvements, fixtures, machinery, or materials; provided, the lien herein created shall not extend to, nor shall the provisions of this section and § 66-19-102 be construed as in any way affecting the right and title acquired by a purchaser without notice.
In contrast, Tenn. Code Ann. § 66-19-103 provides a lien for
garagekeepers:
(a) Garagekeepers or establishments substantially in the business of towing vehicles for hire, pursuant to the provisions of title 55, chapter 16, hereinafter referred to as “towing firms” shall be entitled to a lien upon all vehicles, which lawfully come into their
-4- possession and are retained in their possession until all reasonable charges due are paid. . . .
The lien in Tenn. Code Ann. § 66-19-101 -- called the “statutory” lien --
remains on the vehicle whether the repairman retains possession or not. Gem Motor
Co. v. Securities Inv. Co., 65 S.W.2d 590 (Tenn. App. 1933). But it requires that the
work be done “at the request of the owner, or the owners’ agent.” We think that
means that the owner or the owner’s agent must request the work from the person
asserting the lien.
The so-called “common law lien” described in Tenn. Code Ann. § 66-19-
103, exists only so long as the garagekeeper retains possession. Forrest Cate Ford,
Inc. v. Fryar, 465 S.W.2d 882 (Tenn. App. 1970). By its terms it does not require that
the work be done at the request of the owner or the owner’s agent.
Both statutes pose problems for Mr. Simpson. He no longer has
possession of the vehicle, and we have previously held that there is no proof that the
work he did was at BVI’s request or at the request of BVI’s agent. Therefore, neither
lien exists in favor of Mr. Simpson.
The summary judgment in favor of BVI on the unjust enrichment claim
is reversed. In all other respects it is affirmed. Remand this cause to the Circuit Court
of Davidson County for further proceedings. Tax the costs on appeal equally to BVI
and Mr. Simpson.
____________________________ BEN H. CANTRELL, PRESIDING JUDGE, M.S.
CONCUR:
_____________________________ WILLIAM C. KOCH, JR., JUDGE
-5- _____________________________ PATRICIA J. COTTRELL, JUDGE
-6-