Opinion

Patrick Kevin Morris and Gabrielle Morgerman, Trustees of the Morris Morgerman Trust UAD September 28, 2000 v. Jeffrey M. Foster

Court: Court of Appeals of Tennessee
Filed: Sep 5, 2025
Status: Published
On the bench: Judge Carma Dennis McGee
Cited by: 0 cases
Authority: More cited than 39.2%

“Assuming for the sake of argument that the Commission erred when it excluded this evidence, the decision did not affect its judgment or prejudice the judicial process. We accordingly hold that the alleged error was harmless.”

How later courts described this case

“Assuming for the sake of argument that the Commission erred when it excluded this evidence, the decision did not affect its judgment or prejudice the judicial process. We accordingly hold that the alleged error was harmless.”
“It is not the role of the courts, trial or appellate, to research or construct a litigant’s case or arguments for him or her, and where a party fails to develop an argument in support of his or her contention or merely constructs a skeletal argument, the issue is waived.”

Written by the judges who cited it.

The opinion

09/05/2025

IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

March 5, 2025 Session

PATRICK KEVIN MORRIS AND GABRIELLE MORGERMAN, TRUSTEES

OF THE MORRIS MORGERMAN TRUST UAD SEPTEMBER 28, 2000 v.

JEFFREY M. FOSTER, ET AL

Appeal from the Chancery Court for Williamson County

No. 23CV-52272 Deanna B. Johnson, Judge

___________________________________

No. M2024-00711-COA-R3-CV

___________________________________

This appeal arises from a declaratory judgment action regarding whether one homeowner

in a subdivision has the exclusive right to access a private road within the subdivision. The

homeowner asserted that it had exclusive access to the road pursuant to a contractual

agreement between the homeowner’s association and a previous owner of the property, so

it maintained a gate across the road, preventing other homeowners from accessing it. The

trial court ruled, in the context of various summary judgment motions, that the contractual

agreement did not give the homeowner exclusive access to the road, and it ordered the

homeowner to provide access to all HOA members. The trial court also awarded attorney

fees to the respondents, which included the homeowner’s association and the owners of a

neighboring property. The petitioning homeowner appeals. We affirm and remand for

further proceedings.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed

and Remanded

CARMA DENNIS MCGEE, J., delivered the opinion of the court, in which FRANK G.

CLEMENT, JR., P.J., M.S., and ANDY D. BENNETT, J., joined.

Patricia R. Young, Franklin, Tennessee, for the appellants, Patrick Kevin Morris and

Gabrielle Morgerman, Trustees of the Morris Morgerman Trust UAD September 28, 2000.

Ryan W. Pratt and Gavin Dwyer, Nashville, Tennessee, for the appellee, Beechwood

Plantation Homeowners’ Association, Inc.

Kathleen Robson Gordon and Huntly Gordon, Chicago, Illinois, for the appellees, Amanda

K. Foster and Jeffrey M. Foster.

OPINION

I. FACTS & PROCEDURAL HISTORY

This appeal involves a dispute over access to a private road within the Beechwood

Plantation subdivision in the Leipers Fork area of Williamson County, Tennessee. The

subdivision consists of 21 large acreage lots. This dispute primarily involves two owners

of neighboring lots and the Beechwood Plantation Homeowners’ Association, Inc. (“the

HOA”). The following image depicts the general layout of the relevant area of the

subdivision, as recorded in the plat book of the Register’s office for Williamson County:

SPoSit it MOOT 00409404

are :

iszfyits._

▪ SWWWW m4MOOmow ssess

;ZOO= IMWWW=Wa•

EgrAi -

WWW•MIS•SOOS

W WISISMWS m WOWssrossmoma

SOWOolliMm M MIOMOWWWwWW

▪ MRWMWO MA MoIMSNWPW.

\ :::=:::==== 1..t.,,„S„is "14.1_

OWS. 14.• OS Mb r=arar.

DLIf toINENT"

der.. el&

Mane Mt WSW ...., .14•.0 DT".

09 ,11•1111........I.1

-- T . s SSW MO WSW.%

..?..17;s= kw- . `

IMONOM r tx.4.•

DEva.mmener d

1.61141,11 TS OW=

14/4101SSW

r„ klifiR171%;,_

WOO W. mr, SSW

1011•11••••••lon O./G...004M

1111011111.=

MOW.

..St

. LOT 11

. z 1440iiiii

4- t,- . ...--:t,s019

7 j \ LOT /0

W r la . s,. LOT S9 1

tor is / um ir \ ,:,.

)

er. 10. Man.••

14.0•111/..asidaVa.

6.16 MIL MAU

SOT 13

—4-

- . _„---la qam, P P--1-- Mal MEI

SZNAMISArarall---

LOT 11

61.410.4181.11.10.110

LOT 14 r .7911111111MAWNONT"

LOf IS ‘ftres-voi ow. amounmseaue

•1511•1=2.

sage.c.

-mayaarrman,

•-

/79R

" WasE.S Far

Wittlek

—dikmEL. LARGE

flEECHWOOD PLANTATION

Lem-sou:4wsiON

•••••- •

z:. LOTNOS. 12 THROUGH 22

DAREY A0A0

IAD WWI tea nia..604 !MM.

Pi • ...M...

5.74 • l• - Jar

IT; 2 E

As this image illustrates, some of the subdivision lots had road frontage along Bailey Road,

which is a public road. Other lots were to be accessed by three private roads within the

subdivision, designated Parshot Lane, Rockmayne Lane, and Mistico Lane. This appeal

involves a dispute over the use of Parshot Lane.

The plat contained a “Special Note” regarding the lots’ access to the roads, which

-2-

stated:

LOTS 13, 14, 15, 16 AND 17 MAY TAKE EXCLUSIVE ACCESS FROM

ROCKMAYNE LANE.

LOTS 18 AND 19 MAY TAKE EXCLUSIVE ACCESS FROM PARSHOT

LANE.

The subdivision’s “Declaration of Protective Covenants, Conditions and Restrictions”

(“Covenants”) also addressed road access. The Covenants contained an Article entitled,

“Easements,” which provided, in pertinent part:

8.03 Ingress/Egress and Utility Easements. As shown in the Plat, there is

hereby created a number of fifty foot (50’) wide ingress/egress and utility

easements across certain Lots which will allow ingress and egress to and

from, and utility access to, one or more additional Lots that do not otherwise

have road frontage. The Ingress/Egress and Utility Easements are hereby

established as perpetual and irrevocable easements across the Lots that they

encumber. Said easements are granted and reserved for their prescribed uses

only. No Owner shall have the right to restrict, impede or take any action in

any way to prohibit or limit the prescribed uses of said easements by the

persons intended to be benefited thereby. Each Owner shall abide by the

following terms, conditions and covenants:

(a) Access Roads. Developer initially shall construct and provide

asphalt-paved access roads of at least twelve (12) feet in width to be located

on each of the Ingress/Egress and Utility Easements which will provide

access to those Lots that do not have road frontage (the “Access Roads”).

Developer makes no representations or warranties regarding the extent or

quality of such Access Roads and shall have no obligation to maintain or

repair any such Access Roads. The Association shall be responsible for

paying all costs associated with maintaining, repairing, improving or

upgrading the Access Roads, which costs shall be recovered through the levy

of annual or special assessments as appropriate. While the Access Roads are

private to Owners of the Development and their invitees, every Owner shall

have the right to access and use all of the Access Roads regardless of

whether or not a particular Access Road actually affords access to the

applicable Owner’s Lot.

(b) Common Gates. Upon the unanimous agreement of all of the

Owners who own Lots which are serviced by a particular private access road,

there may be erected upon the applicable private access road common gates

for purposes of security and restricting public access. Any such common

gates shall be erected and maintained at the sole cost of those Owners whose

-3-

Lots are serviced by the applicable private access road and shall be

constructed in accordance with guidelines promulgated by the Committee

from time to time, which may include a requirement that Plans for the

construction of said common gates by [sic] submitted to the Committee for

approval. . . . All Owners (not just those owning Lots serviced by the

applicable gated private access road) shall have free and unlimited

access through any common gates erected pursuant to this Section.

(bold emphasis added).

The particular dispute at issue on appeal involves the lots surrounding Parshot Lane,

which are depicted on the following survey:

, 44.,44.41,ons

1 114,111,111PANIIMNI

MYRIT •04.4•WIDA

1,1•1.0(.44V.I. U.!

04115111PU M. 'UT I t.

001, 141..

IAZI.41,01 Man, 2i, it

TAX NAP 1.111a.art.1::14

1111".T.

LOCKINN MAP

414.,

VI.WE 321.SIAACT0411.114[

AM11.t 1.111.1”A•r11

*01.101 ••••• ,14 req.

TO ..1.3LIDtria Z

111•11.1CAUT,101,

211./4 [ILI mIlltki.441•11.

OM. SI1411.1.0.1.4 n

14111.4 'MIA* ASM. I ',Tn.

SPECIAL NOTE 2 ON TPIE FINAL PLAT

op. tAnono saavvorom

STANINSIX 01 ItACT11.1 Of BEECHWOOD PIANTION, PLAT HOOK 4,

/113•••“<sc enun LOT 22 PAGE 79. a 0 WC , TN- LOTS IS AND 19

NAY TAXE E.XCLUSIVE ACCESS f ROM

I TM. N499arr

mwris.n . farke ,'"‘ PAENNOT LANE

011.1l4/144 b4,110/4,

• ...Perna,. r• onl• or,

1111,1110VIMIR101.11511.1.1.:

1104LKNI4fe..41111111{T

'K4041 n

LOCATION SURVf.

.1:ZU.141WV

Mak= .41111.4%4111.44.1.1

iirrn.,[11.64.140/ MIL 011,74

101.11. RI. MMCO. 1.141 k4a boA1144,111SUINP

CAW WU

Mtn OCIA4 WIN nom c. 0. CIO. 1.1[111•4M174.4. MIX

•\ mon o um. 1017 L

• ♦ C 1014.0. 1.11, ar

• WWI; .141. T/ LOT 19

LOT 20

•P,;

, , V.1; 11-= LOCATION SURVEY

. ..• r

PARSHOT LANE (PRIVATE)

• BEECHWOOD PIANTATION 5UFIOIVISION

PLAT BOOK 45, PAGE 79, R.o.W.C, TN. .cc•ito•

asve•

3rd CIVIL DISTRICT OF W1LUAMSON CO, TN.

SCOILE IN4A, 51.0

In 2014, Jeffrey and Amanda Foster purchased Lot 18. When constructing their home, the

Fosters obtained approval from the HOA to connect their driveway to Rockmayne Lane

rather than Parshot Lane, even though the plat provided that Lots 18 and 19 “may take

exclusive access from Parshot Lane.” Lots 19, 21, and 22 were owned by Jan and Brian

Babiak.

In 2015, a “Letter of Intent” was prepared and presented to the HOA to gauge the

interest of the HOA owners regarding the idea of removing Lots 19, 21, and 22 from the

-4-

HOA, with the agreement that all maintenance of Parshot Lane would become the

responsibility of the Babiaks. The Letter of Intent was apparently “approved” but never

signed because the parties subsequently learned that this proposal would require changes

to the Covenants that they did not want to pursue. Instead, the parties decided that Lots

19, 21, and 22 would remain in the HOA, subject to a mutually beneficial agreement. Two

members of the HOA Board of Directors executed a “Letter Agreement” defining their

roles and responsibilities. Because the Letter Agreement gives rise to the current dispute

on appeal, we will reproduce it nearly in its entirety:

Letter Agreement: Brian & Jan Babiak; Lots 19, 21, 22 March 12, 2017

This agreement will go into the records of the Beechwood Plantation Board.

As a formalization of the homeowner-endorsed Letter of Intent (LOI),

attached, from October 2015, the following is agreed to by the undersigned,

modifying the LOI. The basic terms have been in practice throughout 2016,

and now will be officially effective for 2017 and beyond.

The LOI provision stating the above three lots are to be removed from the

HOA is reversed, and will now remain in the HOA under the following terms:

 The Babiaks are exempt from paying Annual Assessments (Article IV

Sec. 4.1). Special Assessments (Article IV Sec. 4.2) for capital

improvements for common use items would be levied as one (1)

assessment for the combined three (3) lots. Specifically, the Babiaks

would participate in common use items affecting all members (such

as trail improvements), but are exempt from any road work on

Rockmayne or Mistico, and other Special Assessments that don’t

benefit all members. The Babiaks will be responsible for all

maintenance along Parshot Lane to a standard no greater and no less

than that maintained over time by other HOA managed roads,

specifically:

o Road maintenance

o Mowing and landscaping maintenance along Lots 19, 21, and

22 (with Lot 20 mowing and landscaping maintained and

funded by Lot 20 owners), except for the area between the

fence and Bailey on Lot 21 which will be maintained by the

HOA.

o Parshot Lane water system maintenance,1 billing and payments

According to the current owner of Lots 19, 21, and 22, a water pumping system was required to

get water to these lots due to the elevation. The Covenants provided that owners of certain lots located

above a certain elevation would be required to participate in the costs associated with pumping water to

those lots and would be subject to an additional assessment periodically to cover the costs associated with

-5-

(thus fully satisfying all of their responsibilities under Article

IV, Section 4.8)

 Fencing2

o Recent required fence repairs/replacement were covered by the

HOA, from this point forward >

 Bailey Rd & Lot 20 Parshot Lane maintenance will be

managed and funded by the HOA.

 Remaining Parshot Lane maintenance will be managed

and funded by the Babiaks.

 Allocation of fencing related costs along property lines

shared with others will be agreed between relevant

property owners as required (e.g. Lot 18 and 19, Lot 19

and 20).

 There will be no requirement to provide fencing along

Parshot Lane on Lots 21 and Lot 22.

 Trail maintenance across Lot 19 will be managed and funded by the

HOA.

 Lot 19 related Rockmayne frontage landscaping (mowing) will be

managed and funded by the Babiaks.

 The HOA will account for and reinforce the initial damage in the final

topping of Parshot from 2015 will be included in the final topping &

repairs on Rockmayne & Mistico in 2016 (to be funded by Tower

Investments).

 Maintenance access to Lots 18 & 20, from Parshot, will be granted as

needed.

 All other HOA covenants, decisions, etc. will apply accordingly.

 The Babiaks retain their vote as members of the HOA.

The Letter Agreement closed by stating that in the event of a future sale of Lots 19, 21, and

22 “as a package,” these same terms would be transferable to the new owner. In 2018, the

operating the pumps, in addition to a monthly bill for water usage.

Regarding fencing, the Covenants had originally provided:

8.05 Fencing Easement. As shown on the Plat, there is hereby created a number of five

foot (5) wide Fencing Easements located on those Lots with frontage on an Access Road

and/or Bailey Road (each, a “Frontage Lot”). There shall be erected on each such Fencing

Easement a black, four-rail fence which shall be located along the portion of any Frontage

Lot that fronts upon a Private Access Road or Bailey Road. . . . Once built, the Association

shall assume responsibility for maintenance, repair and upkeep of the fences located on the

Fencing Easements and providing any special landscaping approved by the Board, which

shall be funded through annual and special assessments, as appropriate, levied by the board

for that purpose. All other upkeep of the portion of any Lot encumbered by a Fencing

Easement shall be the responsibility of the Owner of that Lot.

-6-

Covenants were amended, but the provisions regarding ingress and egress easements

remained substantially the same as those recited above.

In 2021, Lots 19, 21, and 22 were acquired by Patrick Kevin Morris and Gabrielle

Morgerman, as Trustees of the Morris Morgerman Trust UAD September 28, 2000 (“the

Trust”). The Trust maintained a gate blocking access to Parshot Lane. Around this time,

the Fosters, who already owned Lot 18, purchased a 23-acre unimproved property on

Bailey Road that is outside the boundary of the subdivision but adjacent to the Fosters’ Lot

18. The unimproved lot shares a common boundary with Lot 18 near the end of Parshot

Lane, as shown on the following tax map:

Foster

Balley Road'

Property

15 23.3aAC B.94.

.69AC Trust

Lot 22

Trust

Lot 21

Foster

Lot 18 Trust I 5.1.5

4 MAC. Lot 19

.15,39 15.13 15.14

47AC

9 s2AC , 9.29AC 25.6AC

t 4.11.0..

15.07

12. 73Ac

The easement on Parshot Lane runs over 110 feet past the driveway for Lot 19 and is

adjacent to the Fosters’ property. The image below depicts Parshot Lane as constructed,

with the Fosters’ Lot 18 on the lower left and the Trust’s driveway on the right:

The Fosters sought access to Parshot Lane, but the Trust insisted that Parshot Lane

effectively became its own private drive pursuant to the Letter Agreement.

In March 2023, the Trust filed this declaratory judgment action to establish the

rights and obligations of the parties regarding the use of Parshot Lane. The Trust named

-7-

as respondents the Fosters and the HOA. Because the Letter Agreement provided that

“[m]aintenance access to Lots 18 & 20, from Parshot, will be granted as needed,” the Trust

insisted that this was the only access to Parshot Lane that was permissible. Thus, according

to the Trust, HOA members no longer had any right to access Parshot Lane except for Lots

18 and 20, and only then when periodic maintenance access was needed to comply with

fence maintenance requirements. The Trust sought a declaratory judgment to that effect.

The Fosters filed an answer, stating that they, too, would like the court to resolve

the dispute. However, the Fosters asserted that the Trust had failed to name necessary

parties, including the Lot 20 owners and “likely” all HOA members. The Fosters asserted

a counterclaim for breach of contract against Patrick Morris and Gabrielle Morgerman,

individually and as trustees of the Trust. The counterclaim asserted that the counter-

defendants violated the Covenants by erecting a gate without unanimous consent of all

affected lot owners and barring access to Parshot Lane. They asked the court to find that

a breach of contract had occurred, order removal of the gate, and award them attorney fees.

The HOA also filed a counterclaim for declaratory and injunctive relief against the

Trust. It asserted that the Covenants were controlling and that the Letter Agreement simply

did not permit the Trust to erect a gate blocking access to Parshot Lane. The HOA also

sought an award of its attorney fees.

In August 2023, the Fosters filed a motion for summary judgment as to the Trust’s

petition for a declaratory judgment. (Notably, however, the motion did not address the

Fosters’ own counterclaim for breach of contract.) The Fosters asserted that they were

entitled to summary judgment on the declaratory judgment issue because the subdivision

plat and the Covenants gave them an easement allowing Lot 18 to access Parshot Lane.

The Fosters argued that the HOA did not have the authority to divest them of their access

to Parshot Lane through any contractual agreement, as their deed was subject to the

subdivision plat expressly giving Lot 18 access to Parshot Lane via the Special Note. They

also noted that the Covenants provided that the ingress and egress easements were

perpetual and irrevocable. To the extent that the Trust argued that the Letter Agreement

superseded the Covenants, the Fosters pointed out that the Covenants were subsequently

amended in 2018 and contained substantially the same provisions regarding the ingress and

egress easements. The Fosters additionally noted that they had raised the affirmative

defense of failure to name a necessary party. They argued that the Trust was attempting to

extinguish access rights of Lot 20 and all other HOA members without notice to them.

Thus, the Fosters argued that they were entitled to summary judgment on the declaratory

judgment petition because of their easement and their establishment of a valid affirmative

defense.

In September 2023, the Trust filed a response to the Fosters’ motion for summary

judgment, asserting that summary judgment was premature because no discovery had

commenced. The Trust filed an affidavit from its counsel, detailing efforts she had made

-8-

to obtain records from the HOA before the lawsuit was filed in March. She acknowledged

that some documents were provided at that time but characterized them as “scant” and “not

responsive” to her request. According to the Trust, however, “[n]o discovery ha[d]

commenced” since the lawsuit was filed six months earlier. In any event, based on the

records in its possession, the Trust argued that there were genuine issues of material fact

regarding whether the Trust had the right to exclusive use of Parshot Lane. In fact, the

Trust argued that “[t]he deeds and the Plat are irrelevant to the issues in the Petition as the

[Letter] Agreement was executed long after the Fosters’ deed, and it is that contract that is

the basis for the Petition.” The Trust insisted that the Letter Agreement was the controlling

document, as it modified any contrary terms in the Covenants and simply needed to be

enforced. The Trust characterized the dispute as one of contract interpretation, but at the

same time, it asserted that “business records of the HOA will shed light on the actions and

performance of (1) the HOA, and (2) the Babiaks, as well as the subsequent owners of the

Trust Lots rights and obligations under the [Letter] Agreement.” Regarding the issue of

joinder, the Trust argued that there was no need to join any additional members of the HOA

in this lawsuit because the HOA had standing to act on behalf of all members. The Trust

also filed a separate motion for partial summary judgment only as to the issue of joinder,

insisting that the HOA was the proper party and had standing to represent its members, so

no additional parties were necessary. The Fosters filed a response, maintaining that the

Trust had failed to name necessary parties. The Fosters also filed a reply in support of their

motion for summary judgment, arguing that the Trust was “on a fishing expedition to

attempt to find HOA documents” that were irrelevant.

In October 2023, the Trust sent the HOA a request for physical inspection of

documents pursuant to Tennessee Rule of Civil Procedure 34.02. According to the Trust,

counsel for the HOA initially stated that there were no additional documents to be

produced. After further discussion, counsel for the HOA reportedly stated that “he was

working on the records request” but refused the request to inspect personally, citing the

fact that the parties were in the midst of litigation and everything was stored electronically.

Around this time, the HOA filed its own motion for summary judgment. It

maintained that the Covenants were controlling and that they prohibited the Trust from

erecting a gate that blocked access to Parshot Lane. The HOA submitted an affidavit from

the HOA President, who stated that a prior owner of Lot 19 had previously received

permission from the HOA Board to install a temporary construction gate after experiencing

issues with trespassers, but even then, the Board authorized the temporary gate on the

condition that all members of the HOA were given the gate code and allowed access. The

Trust filed a response. The Trust insisted that when it purchased the property, there was

already a permanent gate there, although it admitted that it “replaced” the existing gate. As

for the documents, the Trust suggested that the trial court should not consider the HOA’s

summary judgment motion until the HOA produced the requested records. The Trust

submitted a second affidavit from its counsel regarding her recent request for inspection of

documents. The Trust asserted, “Upon a review of the records, it is anticipated

-9-

interrogatories or depositions of the HOA Board will be scheduled.”

One week before the hearing on the summary judgment motions, the Trust filed a

motion to compel production of documents. The motion detailed the Trust’s attempts to

obtain documents before suit was filed, in January and February 2023, at which time

“HOA’s counsel forwarded a Dropbox of documents.” The motion also described the

Trust’s recent request for physical inspection of documents in October 2023. The Trust

sought an order requiring the HOA to permit counsel “to personally inspect all HOA

documents and records.”

A hearing was held on the various motions for summary judgment on November

28, 2023. The motion to compel, filed just one week earlier, was not set for hearing that

day. Still, counsel for the Trust argued, “I have no discovery. I’ve been asking for a year.”

She acknowledged that she “got 51 documents” but claimed they were mostly irrelevant.

Counsel suggested that she needed financial records, billing records, payment records,

budgets, etc., in order to confirm whether the parties had been “abiding by” the Letter

Agreement and whether it was effective. She noted that the Fosters had raised an issue

regarding whether the Board had the authority to enter into the Letter Agreement. She also

claimed that the Covenants gave HOA members the right to inspect records. Counsel

suggested that there was no reason for her to take any depositions until she could review

the records. Thus, she asked the court to reschedule the hearing of the summary judgment

motions filed by the HOA and the Fosters “for a day after discovery.” She did ask the court

to go ahead and decide the Trust’s motion for partial summary judgment regarding the need

for any additional parties.

As counsel for the HOA began to argue, the trial judge admitted that she was

concerned about the Trust’s contention that it had been requesting documents to no avail,

and therefore, it could not adequately respond to the summary judgment motion. Counsel

for the HOA noted that the motion to compel was not before the court, and the HOA had

not yet filed its response to it, but he submitted that the HOA had already turned over “all

the relevant documents.” He noted that before turning over financial documents, the HOA

had to ensure that it was not disclosing private information. The trial judge then asked

counsel for the Trust to specify which documents she needed in order to properly respond

to the summary judgment motions. She responded, “Financial records, and I’ll tell you

why.” She explained that she needed to be able to show who paid for maintenance

obligations for Parshot Lane after execution of the Letter Agreement. Counsel for the HOA

characterized the dispute as “all about a gate” and whether the Trust could prohibit access

to Parshot Lane, which was an issue “very clearly stated in the governing documents.”

Counsel for the Trust again responded that she “would rather have a hearing after discovery

where I can understand that these terms and conditions have been complied with,” and she

noted that she had also asked for any correspondence from the HOA to prior owners about

road maintenance. She insisted that the case was “not ready for Summary Judgment

because I don’t have basic documents.” However, counsel for the HOA insisted that all of

- 10 -

that was “completely irrelevant,” considering the Covenants. The trial judge questioned

counsel for the Trust about the fact that she had only filed a motion to compel one week

earlier, adding, “But you said you were trying to get it since last year, right?” The judge

also asked counsel to specifically list what types of financial records she needed. Counsel

said that she needed billing records to members for dues and assessments, which would

reflect that the Letter Agreement “ha[d] been made.” Essentially, she wanted to see who

was billed for what after execution of the Letter Agreement.

The trial judge then gave the Fosters the opportunity to be heard. They insisted that

it was proper to proceed with hearing the summary judgment motions because “there’s no

reason why any financial record of the HOA is relevant as to their position here today.”

The Fosters argued that the issue before the court was “straightforward,” and the relevant

documents had been filed with the court, including the subdivision plat, survey, and the

Covenants. As counsel for the Fosters simply put it, “The Trust claims a 2017 agreement,

referred to as the [Letter] Agreement, . . . gives the Trust exclusive access to Parshot Lane.

It does not.” He further argued that “if the Board, according to the Trust, entered into an

agreement to limit access to Parshot Lane,” the Board did not have the ability to do so

under the governing documents. Thus, the Fosters argued that the interpretation of a

contract was a matter of law, and the undisputed facts led to a single conclusion -- they

maintained a perpetual and irrevocable easement under the Covenants and plat, and the

Trust was prohibited from erecting a gate and blocking access to Parshot Lane.

Counsel for the Trust suggested that the court postpone the remainder of the hearing

until December, when the motion to compel was set to be heard, which would allow the

parties an opportunity to try to settle the matter. Counsel for the HOA requested more time

to work on producing documents, but he asked for clarification from the court regarding

what was actually necessary to produce. However, looking again at the Letter Agreement,

the trial judge proceeded to ask the attorneys some questions. The following exchange

occurred:

THE COURT: Yeah. Let me ask a few questions, not to try to blow up

your deal, or potential for agreement, I should say.

On the [Letter] Agreement, Page 2, the bullet points, the second bullet

point at the top, the middle one, all other HOA covenants, decisions, et cetera,

will apply accordingly. We’ve got that issue. Where in the [Letter]

Agreement does it say that any homeowners, or even the Babiak, or whatever

their name is, could just put up a gate to block -- or that they have sole use

of –

[Trust Attorney]: . . . What it says in the [Covenants] is that if four homes

are served by a road they can have an unanimous agreement, technically,

about the gate.

- 11 -

[HOA attorney]: But they still have to –

[Trust Attorney]: It doesn’t say they can block anybody out, just they

could put up a gate.

THE COURT: But where in this [Letter] Agreement does it say that

your clients, the new people who live there, or anybody, even the Babiak,

could put up a gate and block the road?

[Trust Attorney]: A gate has been up long before we got it. The date of

when and how is debatable. But it became, in essence, a private road under

that agreement, and we were the only member there. To my knowledge --

and I can’t go back before the prior owners -- no one has ever requested

access until the Fosters did in ‘21.

THE COURT: But where does it say it becomes a private road?

[HOA attorney]: It doesn’t.

[Trust Attorney]: We’re the only house on it. If we pay for everything to

do with it, in essence it makes it a private road. There’s no other member that

shares the daily use of that road, and never has.

[Fosters’ attorney]: It borders two other properties.

...

[Trust Attorney]: What the agreement does say is Lot 18 and 20 may have

access to Parshot when they need to do maintenance at the back of their

properties, which are at the top of the hill where Parshot is. It does imply they

don’t have any access to it otherwise.

...

[HOA Attorney]: Your Honor, even if taken as true, let’s just say

hypothetically that we agreed that the [Letter] Agreement was in place and

that they didn’t pay the assessments, what authority do they have to build a

gate and prevent all the members from accessing what goes beyond that gate?

THE COURT: It’s not in this [Letter] --

[Trust Attorney]: If it becomes a one-man driveway for Lot 19, I

understand the [Covenants] say any members will have access to any of the

- 12 -

prior private roads, except now that private road, Parshot, has become,

essentially, a big long driveway for one owner that has to take care of all of

it.

...

THE COURT: Well, I don’t want to order him to provide these

financial records --

[Trust Attorney]: That’s what I was going to say. Let’s see if we get it

settled. . . .

THE COURT: Y’all can try to settle it, but I’m not going to order them

to turn over those records. Now, if he thinks he wants to -- but, I mean, I’m

inclined to -- I mean, I’m looking at this [Letter] Agreement. I don’t see

anywhere where it says they can block the road, the road is theirs, the road is

private. I do see where it says all other HOA covenants, decisions, et cetera

will apply accordingly, which would be the 2018 [Covenants] that would

come in and apply.

[Trust Attorney]: Well, the Fosters take the position -- and I’m not sure

what the HOA -- they don’t talk about the Babiak Agreement in this

agreement. They say the Board didn’t have the authority to do it.

THE COURT: But there’s nothing in this agreement that says this is a

private road or that anybody can put up a gate, or that the Babiak, or now

your clients, the Trust, has sole access and no one else can have it; that they

can put up a gate. None of that is in the [Letter] Agreement.

[Trust Attorney]: I believe part of it is the natural logic of if you have to

maintain it and take care of it, they can’t come in and bring construction

traffic over it.

...

THE COURT: It’s not in the [Letter] Agreement, so I’m not going to

order them to provide these documents, because I don’t even see how they

could put up the gate, whoever put it up, and block all the other folks from

accessing that road. It’s just not in this agreement. You were saying all along

that it’s in the [Letter] Agreement, but it’s not. It’s nowhere in here. And,

indeed, the [Letter] Agreement does specifically say that all other HOA

covenants, decisions, et cetera, will apply accordingly. The attorney for the

Fosters pointed out different sections of the [Covenants] that say you would

- 13 -

have had to have gotten permission from the ARC to put up the gate in the

first place.

So if y’all want to try to work it out -- I think you can work something

out -- fine. But I’m not going to require the Beechwood Plantation HOA to

turn over these documents. I just don’t see how they’re relevant.

On December 6, 2023, the trial court entered a written order stating that all summary

judgment motions were continued for possible settlement until January. The order stated

that the HOA was not required to tender additional discovery at that time. The order stated,

“The Court finds that assuming arguendo the ‘[Letter] Agreement’ is enforceable, nothing

in said agreement gives the Petitioners the right to erect a locked gate blocking Parshot

Lane[.]” As such, the court ordered the Trust to immediately provide the gate access code

to the attorneys for the HOA and the Fosters for dissemination to all HOA members, with

a request that they would only share it with guests and invitees as necessary.3

Before the next hearing, the HOA filed a reply in further support of its motion for

summary judgment. The HOA submitted that, even assuming arguendo that the Letter

Agreement is valid, for purposes of summary judgment, “it still does not grant the Trust

the ability to convert Parshot Lane into a private driveway.” Thus, the HOA argued that,

even viewing the facts in the light most favorable to the Trust, the Letter Agreement did

not grant it the unilateral authority to erect a private gate and prevent HOA members from

accessing the road.

The trial court held an additional hearing on the summary judgment motions on

January 9, 2024. The HOA reiterated its concession, for purposes of summary judgment,

that the Letter Agreement was valid; however, it maintained that nothing in the Agreement

gave the Trust exclusive use of Parshot Lane. In response, the Trust repeated its position

that the provision of the Letter Agreement stating, “[m]aintenance access to Lots 18 & 20,

from Parshot, will be granted as needed,” would imply that Lots 18 and 20 were limited to

maintenance access only, and no further right to access existed. The Trust also noted that

the Fosters had disputed whether the HOA had the authority to enter into the Letter

Agreement. As such, the Trust again suggested that it should be able to obtain proof to

“develop how that agreement came about, what the intent of it was, . . . the terms and

intents of the [Letter] Agreement, and the rights and obligations particularly of the Fosters

and the Trust under that agreement.” The Fosters again argued that the Trust’s “entire

argument is irrelevant” because the Covenants granted them an irrevocable ingress and

egress easement. The Trust asked the trial court to reconsider its previous ruling that it

would not compel the HOA to produce any additional documents. However, the HOA

Days later, the HOA filed an emergency motion for a temporary injunction and a motion for a

temporary restraining order, stating that the Trust was in the process of constructing improvements,

including a fence and driveway, in violation of the Covenants and without necessary approval. The trial

court entered the restraining order, restraining the Trust from further construction. The Trust later admitted

it needed to obtain the necessary approvals, an agreed order of temporary injunction was entered.

- 14 -

argued that it had already produced the relevant documents and that the additional records

sought by the Trust were irrelevant to the issues before the court. It also noted its

concession that the Letter Agreement was valid. The trial judge again ruled that the

documents did not need to be disclosed because the Trust had not demonstrated a good

reason to the court for disclosure. The trial court also heard argument on the Trust’s motion

for partial summary judgment regarding the joinder of parties. The Trust claimed that it

had served all necessary parties; the Fosters argued it did not.

On January 25, 2024, the trial court entered a 44-page written order resolving the

pending summary judgment motions. The trial court found that the motions for summary

judgment filed by the HOA and the Fosters were well taken and must be granted, and this

effectively rendered the motion for partial summary judgment filed by the Trust moot. The

trial court first addressed the HOA’s motion for summary judgment. The court found it

undisputed that the Trust purchased its lots subject to the Covenants, and those Covenants

prohibited HOA members from erecting gates without approval or blocking HOA members

from accessing Parshot Lane. The court found that a temporary construction gate was

erected by a prior owner with HOA approval upon the stipulation that access must be

allowed to HOA members, but the Trust erected a permanent gate and blocked member

access. The trial court noted the HOA’s concession that the Letter Agreement was a valid

agreement for purposes of summary judgment, although the HOA maintained that the

Letter Agreement did not give the Trust authority to exclude HOA members from Parshot

Lane. On the other hand, the trial court noted that “the Trust argues the entirety of Parshot

Lane became a private driveway for the owners of Lots 19, 21, and 22, subject only to

maintenance access by [the HOA] to Lots 18 and 20 as necessary.” The trial court also

noted the Trust’s position that the Letter Agreement remained in full force and effect, and

the HOA had acted in a manner consistent with the Letter Agreement since its execution,

as the HOA had not maintained Parshot Lane, nor had the Trust been asked to resume

payment of fees and assessments from which it was exempt under the Letter Agreement.

The trial court’s order stated that, when the terms of a contract are not ambiguous,

issues of contract interpretation are well suited for summary judgment. The court found

that the parties had conceded that the terms of the Letter Agreement “speak for

themselves,” and the only issue before the court was the application of those terms to the

case at hand. Ultimately, the trial court found that the Trust’s arguments “fail for multiple

reasons.” “[F]irst and foremost,” the trial court found that the Letter Agreement “does not

give the Trust any form of exclusive access to or use of Parshot Lane.” It found that the

Letter Agreement incorporated by reference the Covenants, “including the general right of

access to Parshot Lane for all members of the Subdivision.” “Having reached these

conclusions,” the trial court found it clear that the Trust had violated the Covenants and

that the HOA was entitled to judgment as a matter of law. The trial court went on to

elaborate as to how it reached these conclusions.

Examining the Letter Agreement, the trial court found that it only exempted the

- 15 -

Babiaks from paying certain assessments on the condition that they assume responsibility

for the maintenance of Parshot Lane, but nothing in the agreement gave them exclusive

access to Parshot Lane. To the contrary, the trial court found that the Letter Agreement

expressly provided that the HOA would have access to Parshot Lane, as it stated, “Bailey

Rd & Lot 20 Parshot Lane maintenance will be managed and funded by the HOA,” and

“[m]aintenance access to Lots 18 & 20, from Parshot, will be granted as needed.” Thus,

the trial court found that the Agreement expressly contemplated other parties accessing

Parshot Lane for one purpose or another, and it never used any words such as “sole,”

“exclusive,” or “only.” The court found the Trust’s argument that Parshot Lane became a

private driveway “defies a plain reading of the clear and unambiguous text of the

agreement.” Moreover, the court noted that the Letter Agreement incorporated the

Covenants by reference. The trial court quoted the Covenant provisions regarding the

ingress/egress easements, access roads, and gates. It explained that the Covenants

essentially provide all members of the subdivision with a general right of access to all

service roads. The court concluded that the Letter Agreement, “the document the Trust

contends controls this entire case,” simply did not modify the Covenants such that Parshot

Lane became a private driveway. Pursuant to the Covenants, the court found, the Trust

would need consent from the Fosters and the Lot 20 owners prior to erecting a security gate

across Parshot Lane, in addition to permission from the architectural review committee and

the HOA Board. Because the Trust erected a gate without such permission or consent, the

trial court found that the Trust had violated the Covenants. Furthermore, the court found

that the Trust’s refusal to allow HOA members to access Parshot Lane after erecting the

gate was a further violation of the Covenants. For all these reasons, the court found that

the HOA’s motion for summary judgment on the declaratory judgment issue was well taken

and must be granted. It also found that the HOA was entitled to its attorney fees pursuant

to the Covenants, which provided for an award of such fees to the prevailing party in any

action to enforce the Covenants.

Next, the trial court addressed the Fosters’ motion for summary judgment. The

court acknowledged that its analysis in the preceding section was controlling, as the court

had already concluded that the Trust did not have an exclusive interest in Parshot Lane, all

members of the HOA had an unfettered right to access Parshot Lane, and the Trust violated

the Covenants by erecting the gate and blocking member access. Out of an abundance of

caution, the court went on to separately analyze the Fosters’ motion as well. The court

found that the Fosters had an easement granting them uninhibited access to Parshot Lane

pursuant to the subdivision plat and the Covenants. After setting forth the parties’ various

arguments, the court again explained that the Letter Agreement only exempted the Babiaks

from paying certain assessments on the condition that they took responsibility for the

maintenance of Parshot Lane. However, nothing in the Letter Agreement gave them

exclusive rights to access Parshot Lane. The Covenants, which were incorporated by

reference, unequivocally stated that “every Owner shall have the right to access and use all

of the Access Roads regardless of whether or not a particular Access Road actually affords

access to the applicable Owner’s Lot.” Therefore, the trial court found that the Fosters’

- 16 -

motion must also be granted, and they were entitled to an award of their attorney fees as

well.

The trial court noted that the Trust had also filed a motion for partial summary

judgment regarding the issue of whether the HOA members needed to be named as parties

to this action. The court found that its analysis of the summary judgment motions

effectively rendered that issue moot. The court reasoned that the issue of joinder did not

impact the court’s finding that the Trust violated the Covenants and wrongfully impeded

the Fosters’ right to access Parshot Lane. The court explained that it had already declared

the rights and obligations of the parties regarding Parshot Lane, such that the Trust’s

petition for declaratory judgment had been defeated. As such, the Fosters’ affirmative

defense regarding joinder was “no longer relevant,” and the court found no need to address

the merits of the Trust’s motion.

Finally, the trial court noted that the Fosters had asserted a counterclaim for breach

of contract, which was not presently before the court for adjudication within the various

motions for summary judgment. As such, the court explained that the counterclaim for

breach of contract would survive the instant motions and remain as the only cause of action

before the court.

After the entry of this order, the attorneys for the HOA and the Fosters filed attorney

fee affidavits as directed by the trial court. The Trust filed a motion for permission to seek

an interlocutory appeal pursuant to Tennessee Rule of Appellate Procedure 9. The Fosters

filed a response, arguing that an interlocutory appeal was unnecessary and that they were

filing a motion for summary judgment on their last remaining counterclaim that same day,

asking the court to rule in their favor for the same reasons the court had already discussed

in its previous summary judgment order. That same day, the Fosters filed a motion for

summary judgment on their counterclaim against Patrick Kevin Morris and Gabrielle

Morgerman, individually and as trustees of the Trust. They noted that the court had already

found in their favor on the original petition for declaratory judgment and asserted that they

were seeking the same remedies for their breach of contract claim. The HOA also filed a

response to the motion for interlocutory appeal, noting that the motion would be moot if

the court granted the Fosters’ motion for summary judgment on the outstanding

counterclaim.

At a hearing on the motion for interlocutory appeal in April 2024, counsel for the

Trust began by noting that “[t]he only matter left before the court is the countercomplaint

of the Fosters,” which sought removal of the gate, and she stated that the gate had already

been taken down in February. She added, “so essentially the Court’s already ruled not for

the countercomplaint, per se, but it’s already ruled on all of this.” She explained, “the

Fosters have a pending motion for summary judgment on their countercomplaint, which I

believe is – it’s already been ruled on and is in effect now. The only thing would be whether

there’s an additional affidavit for fees, and that’s all that’s left.” Still, the Trust sought

- 17 -

“permission to go ahead and appeal.” The HOA’s attorney argued that the trial court had

already interpreted the governing documents and that an interlocutory appeal would be a

waste of resources. Counsel for the Fosters likewise argued that only outstanding issue

before the court had “already been ruled on.” He suggested that the court’s ruling on the

remaining issue would be forthcoming and almost certainly be the same, which would

negate the need for an interlocutory appeal and conserve resources. Counsel explained that

he had attempted to have the summary judgment motion hearing scheduled for that day,

but it was moved to June. The trial judge then asked the attorneys the following question

about how to proceed:

THE COURT: So would your-all’s preference be for the Court to just

go ahead and deny the motion or grant the motion for

summary judgment as pending?

[Fosters’ attorney]: Yep. That would be great.

THE COURT: And then that way we have a final order and it can go

on up?

[HOA attorney]: Yes, Your Honor.

[Trust attorney]: I think that’s exactly what’s going to happen.

THE COURT: Okay. I’ll do that. So I’ll draft the order.

[HOA attorney]: Thank you, Your Honor.

THE COURT: Obviously the interlocutory appeal request is denied.

All right. Thank you.

[HOA attorney]: Thank you.

[Trust attorney]: Thank you.

The trial court then entered a written order resolving the motion for interlocutory appeal

and the pending motion for summary judgment. The order stated that during the April

hearing, “the parties opined the Fosters were likely to succeed on their pending motion for

summary judgment based on the Court’s previous holdings,” so “the parties stipulated to

the Court granting the Fosters’ pending motion for summary judgment on their

counterclaim for breach of contract” and stipulated to the court denying the motion for

interlocutory appeal. The court noted that the parties opined that a Rule 3 appeal would be

more effective than pursuing an interlocutory appeal. The trial court also concluded that

judicial economy would best be served by addressing the outstanding summary judgment

motion at that time, as it was “the only issue remaining before the Court” and would obviate

the need for an interlocutory appeal. The court noted that the Fosters’ second motion relied

in part on the court’s previous holdings in their favor on the same issues relevant to the

counterclaim, and it was based on the “exact same facts.” Therefore, the trial court denied

the motion for interlocutory appeal and granted the Fosters’ second motion for summary

judgment.

The Trust filed a notice of appeal. At that point, however, the trial court had not yet

entered orders awarding a specific amount of attorney fees to the HOA or the Fosters. On

- 18 -

May 29, 2024, the trial court entered an order awarding the Fosters $42,131.60 in attorney

fees to be paid by the Trust. On June 18, 2024, the trial court entered an order awarding

the HOA $24,580 in attorney fees. The Trust filed motions to alter or amend or set aside

these orders on attorney fees. After a hearing, the court denied the motions and directed

the attorneys for the Fosters and the HOA to file supplemental attorney fee affidavits for

the fees and expenses associated with the motions. The trial court then entered a joint

attorney fee order awarding the Fosters $51,448.60 and the HOA $26,542.50 in fees and

costs. The Trust filed an amended notice of appeal.

II. ISSUES PRESENTED

The issues properly presented by the Trust on appeal are somewhat difficult to

determine because the Trust’s brief lists nine lengthy issues for review, with its statement

of the issues spanning five pages of its brief on appeal. However, the argument section of

the Trust’s brief is not separated into sections corresponding with these nine issues.

Instead, it is divided into four sections entitled: Summary Judgment, Joinder, Parshot

Agreement, and Declaratory Judgment Act. The Fosters and the HOA framed the issues

on appeal as either two or three issues (aside from each of them also requesting an award

of attorney fees on appeal).

The issues before us on appeal, as we perceive them, are: 4

1. Whether the trial court erred in granting summary judgment to the

HOA and the Fosters on the basis that the Letter Agreement did not grant the

Trust exclusive access to Parshot Lane;

2. Whether the trial court erred by denying the motion to compel

discovery and refusing to delay the hearing on the summary judgment

motions until discovery could be conducted;

3. Whether the trial court erred in concluding that the Trust’s motion for

partial summary judgment regarding the joinder of additional parties was

moot;

4. Whether the trial court erred in entering the four orders regarding

One of the nine issues the Trust raised on appeal was whether the trial court erred in its order

denying the motion for interlocutory appeal and granting summary judgment on the counterclaim because

the court “erroneously found that the Trust conceded the issues in the Foster[s’] counter-complaint[.]”

However, the argument section of the Trust’s brief fails to develop any more than a skeletal argument

regarding this issue. Therefore, we deem it waived. See Sneed v. Bd. of Pro. Resp. of Supreme Ct., 301

S.W.3d 603, 615 (Tenn. 2010) (“It is not the role of the courts, trial or appellate, to research or construct a

litigant’s case or arguments for him or her, and where a party fails to develop an argument in support of his

or her contention or merely constructs a skeletal argument, the issue is waived.”).

- 19 -

attorney fees and costs after the Trust had filed its notice of appeal.5

5. Whether any of the parties are entitled to awards of attorney fees on

appeal.

For the following reasons, we affirm the decision of the chancery court and remand for the

trial court to determine the amount of attorney fees to be awarded to the HOA and the

Fosters on appeal.

III. DISCUSSION

A. The Letter Agreement

We begin with the Trust’s contention that the trial court erred in granting summary

judgment to the HOA and the Fosters, upon finding that the Letter Agreement did not limit

the access of HOA members to Parshot Lane and the Trust had no right to erect a gate

without the consent of the Fosters and the owners of Lot 20. We note that summary

judgment is appropriate “if the pleadings, depositions, answers to interrogatories, and

admissions on file, together with the affidavits, if any, show that there is no genuine issue

as to any material fact and that the moving party is entitled to a judgment as a matter of

law.” Tenn. R. Civ. P. 56.04. We review a trial court’s ruling on a motion for summary

judgment de novo with no presumption of correctness. Case v. Wilmington Tr., N.A., 703

S.W.3d 274, 281 (Tenn. 2024).

Scattered throughout the argument section of its brief on appeal, the Trust raises

various arguments as to how the trial court erred in its decision. First, the Trust discusses

the special note on the subdivision plat. As previously discussed, the plat contained a

“Special Note” regarding the lots’ access to the roads, which stated:

LOTS 13, 14, 15, 16 AND 17 MAY TAKE EXCLUSIVE ACCESS FROM

ROCKMAYNE LANE.

One week before filing its brief on appeal, the Trust filed a motion in this Court pursuant to

Tennessee Rule of Appellate Procedure 7 seeking “to review and reverse or stay execution of four trial

court orders for attorney fees and costs.” The motion asserted that the trial court had entered its orders

more than thirty days after the Trust filed its notice of appeal, depriving the trial court of jurisdiction. The

Trust also argued that Tennessee Code Annotated section 20-12-119(c)(3) prevented an award of attorney

fees until all appeals were exhausted. It also raised issues regarding the bond required for appeal. In its

brief filed one week later, the Trust discussed some of these same issues but noted that it had filed a Rule

7 motion that was currently pending. This Court subsequently entered an order finding no grounds to

reverse the trial court’s decision regarding the stay or the amount of the bond. We concluded that any other

issues were more appropriately addressed in the brief, and such requests for relief were denied without

prejudice to the Court considering any similar issues properly raised in the brief. We address some of these

issues later in this opinion.

- 20 -

LOTS 18 AND 19 MAY TAKE EXCLUSIVE ACCESS FROM PARSHOT

LANE.

The Trust argues on appeal that this special note is “vague” and was “disregarded” when

the Fosters requested site plan approval for their home and constructed a driveway

accessing Rockmayne Lane rather than Parshot Lane. We conclude, however, that the

special note on the subdivision plat unequivocally gives Lot 18, owned by the Fosters, the

right to take access from Parshot Lane. We do not deem it vague.

Next, the Trust argues that the Letter Agreement “modified” the Covenants. Thus,

we note the following rules governing construction of contractual language:

Under Tennessee law on contract interpretation, the “central principle . . . [is]

to interpret contracts so as to ascertain and give effect to the intent of the

contracting parties.” Individual Healthcare Specialists, Inc. v. BlueCross

BlueShield of Tennessee, Inc., 566 S.W.3d 671, 694 (Tenn. 2019) (citations

omitted). Under “the strong strain of textualism in Tennessee caselaw,” we

“keep the written words as the lodestar of contract interpretation.” Id.

(citations omitted). Tennessee courts consider evidence of context where

appropriate, but we “give primacy to the contract terms, because the words

are the most reliable indicator—and the best evidence—of the parties’

agreement when relations were harmonious, and where the parties were not

jockeying for advantage in a contract dispute.” Id. (quoting Feldman, 21

Tenn. Practice § 8:14).

Colley v. Colley, 715 S.W.3d 293, 304 (Tenn. 2025).

On appeal, the Trust notes the trial court’s finding that the Letter Agreement

exempted it from paying certain annual assessments in exchange for assuming a significant

financial burden. However, the Trust argues that the Letter Agreement actually “did much

more than that.” According to the Trust, the Letter Agreement “limited access to Parshot

[Lane] to two adjoining Lots for ‘maintenance access’ which can be read as ‘maintenance

access only.’” However, the provision on which the Trust relies, read in context, states,

“Maintenance access to Lots 18 & 20, from Parshot, will be granted as needed.” As the

trial court aptly noted, this language is one of two instances in which the Letter Agreement

expressly contemplated that access to Parshot Lane would exist. The other stated, with

respect to fencing, “Lot 20 Parshot Lane maintenance will be managed and funded by the

HOA.” There is nothing in the Letter Agreement stating that “exclusive use” or “exclusive

access” would also be granted to the owners of Lots 19, 21, and 22 in exchange for their

assumption of maintenance responsibilities. Nothing in the Letter Agreement states or

suggests that Parshot Lane would become a private drive. Quite to the contrary, the original

Covenants bear repeating:

- 21 -