City of Hendersonville v. J and J Ventures, LLC

02/17/2026

IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

October 7, 2025 Session

CITY OF HENDERSONVILLE v. J AND J VENTURES, LLC, ET AL.

Appeal from the Circuit Court for Sumner County

No. 2023-CV-732, 2023-CV-850, 2024-CV-697 Joe Thompson, Judge

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No. M2025-00293-COA-R3-CV

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A municipal court determined that property owners repeatedly violated a city zoning

ordinance restricting vacation rentals in residential areas. The property owners appealed

to circuit court, where the matter was consolidated with another action filed by the City

against the property owners in which the City was seeking a declaratory judgment and

injunctive relief. The circuit court found the property owners in violation of the zoning

ordinance and granted a declaratory judgment and a permanent injunction, and affirmed

the municipal court’s rulings as to the violations. The property owners appeal. In doing

so, they advance numerous issues challenging the circuit court’s rulings. While significant

briefing deficiencies result in the waiver of the majority of these issues, in considering the

issues that are properly before this court, we conclude that the trial court erred in its

interpretation of the ordinance. However, because our decision does not fully resolve

whether the property owner violated the ordinance, we remand for further proceedings.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Circuit Court Vacated;

Case Remanded

JEFFREY USMAN, J., delivered the opinion of the court, in which ANDY D. BENNETT and

W. NEAL MCBRAYER, JJ., joined.

Jeremy R. Durham, Brentwood, Tennessee, for the appellants, Jeremy Ryan Durham,

Jessica Durham, and J and J Ventures, LLC.

Lance A. Wray, Hendersonville, Tennessee, for the appellee, City of Hendersonville,

Tennessee.

OPINION

I.

Jeremy Durham and Jessica Durham are the members of J and J Ventures, LLC

(“J&J”),1 which owns various properties that are advertised for use as short-term rentals on

websites like Airbnb. Two of these properties are located in the City of Hendersonville,

Tennessee, in areas zoned residential. In such residential zones, the City prohibits

dwellings and structures from being used as “vacation rentals.” By Ordinance 2016-16

(the Ordinance), the City has defined a “vacation rental” as follows:

A dwelling unit or other structure rented and/or used exclusively by a person

or group of persons for lodging for terms of less than 30 days. Rented means

any form of monetary or non-monetary consideration. A Vacation Rental is

also a Short Term Rental.

Shortly after J&J began renting one of its Hendersonville properties, the City issued a letter

indicating that it had been made aware that the property was “possibly being rented out for

vacation rentals.” In the letter, the City cited the Ordinance as the basis for the prohibition

upon such usage. The City instructed J&J to “discontinue the use immediately to avoid the

issuance of a citation.”

J&J responded that the rental property was its “Corporate Residence” and that,

going forward, it “plan[ned] to attempt to convert any potential future occupants of the

Corporate Residence away from any type of landlord/tenant relationship and into corporate

clients.” J&J provided the City with its “Confidential Travel Consulting Services

Agreement and Release” that it allegedly planned to have future occupants sign prior to

stays at the property.2 J&J took the position “that clients who pay the Company for services

1

Throughout, we use J&J to refer to the LLC as well as Mr. and Ms. Durham.

2

The agreement and release included, among other things, the following statements:

A. The Client may have contacted the Company through a third-party website seeking

lodging accommodations.

B. The Company communicated to the Client that the Company legally cannot and will not

directly provide lodging accommodations in exchange for monetary compensation.

C. Contrarily, the Client accepted the Company’s suggestion to provide travel consulting

services.

D. The Parties desire to enter into this Confidential Travel Consulting Services Agreement

and Release . . . in order to define the relevant payment terms and scope of services to be

rendered . . . .

E. Due to the Client’s status as a valued client of the Company and in no way directly

related to any payment for lodging accommodations, the Client shall be permitted but is

not required to stay at the Company’s residence at [the address] in [the City] through the

dates of ______.

...

1. Scope of Services . . . . The travel consulting fee is earned as payment for services

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. . . and not lodging, fall outside the scope of the ordinance.” It also suggested that “the

Company may shift its focus to directly renting to medical professionals (for 30 days or

longer) in the not-so-distant future.”

The City informed J&J that it intended to strictly enforce the Ordinance regardless

of how J&J characterized the rentals. J&J did not change its practice of renting its

Hendersonville properties for terms of fewer than 30 days. Over the months that followed,

the City received numerous complaints about short-term rentals at J&J’s properties. Based

on this usage, the City issued 11 citations for alleged violations of the Ordinance at one of

the properties between December 2022 and April 2023. Between July 10, 2023, and July

19, 2023, the City issued another 16 citations for alleged violations, which were divided

among J&J’s two Hendersonville properties.

After separate proceedings addressing the first and second groups of citations, the

municipal court found that J&J had violated the City’s ordinance with each of the alleged

occurrences. Specifically, the municipal court found that “J & J tried to represent to the

City that the property is used as some form of corporate retreat or in exchange for ‘clients,’

i.e., people staying there, providing ‘travel consulting services,’ and that the ‘client’ will

be permitted to stay at the property for up to 180 days.” J&J had submitted an unsigned

contract with an alleged client’s name on it to support this proposition, but it “did not

produce an actual signed contract from any ‘client.’” The municipal court did not credit

the testimony of J&J’s employee, who stated that “J & J holds events and meetings there”

at the property and that the property “is not used for short-term rental purposes.”

Additionally, the municipal court noted that, “[d]espite being afforded more than enough

opportunity to do so, J & J offered no evidence, such as testimony, a contract, or the

booking sheet, showing that the property had ever actually been rented or used by someone

for 30 days or more.”

On August 22, 2023, J&J appealed the adverse decisions of the municipal court to

the circuit court, which consolidated the appeals. Before the circuit court, J&J dramatically

shifted its argument in defense of its usage of the properties. In the circuit court, J&J

admitted that it permitted rentals of the properties at issue for terms of fewer than 30 days,

but it insisted that it had not violated Ordinance 2016-16 because “[t]he properties at issue

are not rented or used exclusively for terms of less than 30 days.” (emphasis in original).

J&J produced two lease agreements – one for each property – showing that a lessee named

Amanda Biggs had contracted to rent each of the properties for a term of more than 30 days

before the end of the year. These lease agreements were both dated February 13, 2023.

According to one contract, Ms. Biggs was to rent one of the properties for a term of 31

days, lasting from September 4, 2023, to October 5, 2023. The other contract showed that

Ms. Biggs was to rent the other property for a term of 33 days, lasting from October 29,

rendered, regardless of whether the Client chooses to stay at the Company’s Corporate

Residence.

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2023, to November 30, 2023. Before the start of the rental term, J&J voided the 33-day

contract and submitted a new contract agreeing to a future rental for a term of 92 days.3

Based on its interpretation of Ordinance 2016-16, J&J sought a temporary

injunction restraining the City police from making contact with its guests at the properties.

The circuit court declined to issue one. In doing so, the circuit court, notably, indicated

that the ambiguity of the ordinance “weigh[ed] in favor of [the City], due to the language

of the ordinance and specifically the vagueness of the phrase ‘exclusively . . . for terms of

less than thirty days.’”

Despite the court’s statement regarding the ordinance’s “vagueness,” each party

continued to assert before the circuit court that the Ordinance was unambiguous and

required ruling in its respective favor. According to J&J, the placement of the word

“exclusively” in the ordinance had the effect of prohibiting properties from being rented or

used “exclusively by a person or group of persons,” “exclusively . . . for lodging,” and

“exclusively . . . for terms of less than 30 days.” The City, however, claimed that the word

“exclusively” had the effect instead of prohibiting short-term rentals of fewer than 30 days

only when a property was used exclusively by renters – as opposed to owner-occupied

rentals – during the rental period.

J&J moved for summary judgment, and the City responded by filing a new

complaint and its own motion for a temporary injunction. The City’s new complaint named

as defendants Mr. Durham, Ms. Durham, and J&J. The City sought a declaratory judgment

that all three defendants “are in violation of the City’s legally-adopted and valid zoning

ordinance [2016-16].” It also sought temporary and permanent injunctions preventing the

defendants from advertising or using the properties for rental terms of fewer than 30 days.

According to the City, the defendants had been continuing to advertise and to rent the

properties as short-term vacation rentals throughout the litigation, and the City had

continued to receive complaints from neighbors of the properties. The City claimed that,

since J&J had appealed from the municipal court’s decisions on the first two sets of

citations, J&J had been cited “an additional 23 times with upcoming pending municipal

court dates,” with “another approximately 92 [citations] to be issued and counting with

each and every week.”

The defendants moved to dismiss the City’s new complaint for failure to state a

claim on which relief could be granted pursuant to Tennessee Rule of Civil Procedure

12.02(6). They argued that, because the appeals from municipal court involved the same

subject matter and one of the same defendants, the City’s complaint should be barred by

3

On October 10, 2023, J&J and Ms. Biggs entered a new contract with Gene and Barabara Jackson

regarding the property subject to the 33-day lease. Pursuant to this new contract, they agreed “that the Prior

Lease Agreement dated February 13, 2023 shall be null and void, allowing this Lease Agreement between

Landlord and Tenants to supersede such Prior Lease Agreement.” The new agreement leased the property

to the Jacksons for a 92-day term from November 1, 2023, to January 21, 2024.

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the doctrine of prior suit pending. The court, however, consolidated the three cases – the

two cases originally stemming from the municipal court and the case stemming from the

City’s filing. The court also granted the City’s request for a temporary injunction

restraining the defendants from “any further rental activity” at the properties, “effective

immediately as of September 19, 2024 . . . until the next scheduled hearing on October 7,

2024.”

At the October 7 hearing, the parties relied primarily on the arguments presented in

their various prior filings.4 J&J maintained its primary position that the plain language of

Ordinance 2016-16 supported its interpretation of the law, but it also advanced the

alternative argument that, if the court determined that the Ordinance was ambiguous,

Tennessee law mandated construction of the ordinance against the government and in favor

of the property owners. J&J asserted that this should result in ruling in its favor.

In contrast, the City emphasized the purpose of the Ordinance. The City noted that

the preamble to the Ordinance states the following:

WHEREAS, the City of Hendersonville is committed to providing all

residents with safe and quiet residential neighborhoods and to maintaining

the highest quality of life standard; and

WHEREAS, Hendersonville’s growth and success have been built on

housing standards and codes to favor the growth and development of

residential neighborhoods; and

WHEREAS, it has been determined by the Board of Mayor and Aldermen of

the City of Hendersonville that it is necessary to impose restrictions on the

use of homes as Vacation Rentals in order to protect the residential character

of the residential zones in the City of Hendersonville: . . .

The City insisted that, through this preamble, its “legislative body declared clearly its intent

and reasoning” with regard to the Ordinance.

Additionally, the City compared the Ordinance with the state statute defining a

“short-term rental unit,” which uses the phrase “rented wholly or partially for a fee for a

period of less than thirty (30) continuous days . . . .” See Tenn. Code Ann. § 67-4-1501(8).

According to the City, the effect of the change from “wholly or partially” in the state statue

4

At the hearing, counsel for the City stated, “I believe we’ve made the arguments. The court’s

well aware of the arguments that we’ve made by previous court appearances, by memorandums that we

filed, so I won’t waste the court’s time on that.” Similarly, the court asked Mr. Durham, who represented

all three defendants, “. . . do you have any additional arguments to make?” Mr. Durham responded,

“Nothing that hasn’t already been said. I’ve submitted three filings, briefs, and I think I’ve said everything

there is to say, Your Honor. I don’t want to waste your time.”

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to “exclusively” in Ordinance 2016-16 had the effect of “be[ing] more permissive” by

excluding from the definition properties that were rented only “partially” while remaining

occupied by an owner.

In addition to advancing its argument as to the interpretation of the Ordinance, the

City also contested the factual basis for J&J’s assertions that the company “does not operate

either property at issue ‘exclusively’ for lodging for terms of less than 30 days” and that

each of the properties “has, and has long been, subject to at least one valid lease of 30 days

or more.” In other words, the City insisted that, even if the court were to accept J&J’s

argument as to the interpretation of Ordinance 2016-16, J&J had still violated the

Ordinance.

The City argued the lease agreements that J&J had offered in support of these

contentions “lack[ed] reliability and trustworthiness.” The City noted that the two initial

lease agreements had allegedly been executed by the same party and on the same date in

February 2023. The alleged execution date occurred after some of the citations had been

issued. The two agreements indicated the lessee intended to use the two properties more

than six months after the execution date. The third lease agreement on which J&J Ventures

relied explicitly voided one of the initial agreements before the start of the rental term. For

that reason, the City argued that the voided document was “irrelevant” to the matter. The

third agreement, which replaced the voided one, was allegedly executed in October 2023,

months after issuance of each of the citations at issue. Additionally, the City suggested

that all three agreements “were all prepared during, or in anticipation of, and with the likely

expectation of being used in this litigation.” Furthermore, because of the presentation of

only three such lease agreements, the City suggested that J&J may have engaged in

“irregular record keeping deviating from normal procedures” or that the documents “were

not created in the normal course of business and/or [were created] follow[ing] irregular

business practices.”

In an oral ruling following the October 7 hearing, the trial court denied J&J’s motion

for summary judgment and motion to dismiss, granted the City a declaratory judgment and

permanent injunction, and affirmed the Municipal Court’s judgments. Before the trial

court reduced its oral ruling to writing, the defendants had already filed a series of motions

in response. The defendants’ motions included (1) a motion to stay the final judgment and

permanent injunction pending appeal, (2) a motion to reconsider pursuant to rule 59.04,

and (3) a motion for a declaratory judgment that “police visits to their property . . . without

proper legal justification [were] unlawful and violative of [their] constitutional rights.”

Through these motions, the defendants alleged numerous procedural errors, including the

circuit court’s failure to conduct a de novo review, failure to provide the defendants

adequate time to file an answer to the City’s complaint, and a lack of notice prior to

consolidating the City’s case with the pending appeals from municipal court. The

defendants also alleged that the circuit court had errantly issued, sua sponte, a permanent

injunction, declaratory judgment, and final judgment.

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Subsequently, the circuit court issued two orders relevant to this appeal: its final

order reducing its October 7 oral rulings to writing and its order denying the defendants’

post-trial motions. In construing the meaning of Ordinance 2016-16, the court repeated its

earlier finding regarding ambiguity: “This Court has previously remarked that the

Ordinance is not a model of clarity, and it is not.” However, it also concluded that “the

purpose of the Ordinance was to prevent just the short-term rentals Defendants currently

let.” The circuit court based this finding on the preamble’s language regarding the

ordinance’s purpose and on a comparison to the language in a state statute. While the court

indicated that it did not understand what is meant by the inclusion of “the phrase ‘by person

or group of persons for lodging’” in the ordinance, it nevertheless concluded the ordinance

was not ambiguous. The circuit court understood the ordinance as being designed to not

“prevent owner occupiers of dwellings for renting a portion of their homes to third parties

as long as the period of time is greater than 30 days.” Thus, the circuit court ruled for the

City on its frontline argument; that is, the circuit court concluded that J&J’s interpretation

of the Ordinance was incorrect. The circuit court did not address the City’s fallback

position that J&J had still violated Ordinance 2016-16 even if J&J’s interpretation of the

Ordinance was correct.

Given its understanding of the Ordinance, the circuit court granted the City’s request

for a declaratory judgment “that the Zoning Ordinance of the City as amended by

Ordinance 2016-16 is valid and enforceable; that any total occupation of a building by

individuals for less than 30 days is prohibited; and that Defendants have repeatedly violated

this Ordinance.” In accordance therewith, the circuit court affirmed the municipal court’s

rulings that J&J violated Ordinance 2016-16. The circuit court also granted the City’s

request for a permanent injunction, restraining all three defendants from “[s]hort term

renting (for less than thirty (30) days) at any property . . . within the corporate limits of the

City . . .” and from “[a]dvertising any such properties directly or indirectly for terms of

less than thirty (30) days . . . .” The circuit court denied the defendants’ motion for

summary judgment, motion to dismiss, motion to reconsider, and motion for a stay.

Additionally, it ruled that J&J’s post-trial motion for declaratory judgment was “improper”

because it “raise[d] a new issue which was not raised by the defendants during this

litigation; namely that the visits of the [City] Police Department to their property were

unconstitutional.” It further ordered that “any other pending Motions filed by Defendant(s)

prior to [the trial date] are hereby denied.”

The defendants appealed, purportedly raising fifteen issues, each of which related

to one or more of the following: the circuit court’s procedure, the grant of a permanent

injunction to the City, the denial of the defendants’ requests for a temporary injunction and

for a declaratory judgment, the City’s petition for criminal contempt, and the order finding

J&J in violation of Ordinance 2016-16.

II.

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At the crux of this appeal is the interpretation of Ordinance 2016-16. J&J contends

that the plain meaning of the Ordinance necessitates a ruling in favor of the defendants.

Alternatively, J&J contends that, if the Ordinance is ambiguous, Tennessee law mandates

construction of the Ordinance in favor of the property owners, thereby still requiring a

ruling in favor of the defendants. The City argues the Ordinance unambiguously draws a

distinction between owner-occupied properties, in which short-term rentals are allowed,

and those properties that are not owner-occupied, in which short-term rentals are not

allowed. As in the trial court, the City argues the correctness of this interpretation is

demonstrated both through the plain language of the Ordinance and through the

Ordinance’s purpose as reflected both in its preamble and as understood in relation to a

textual variance between the Ordinance and the definition of “Short-term rental unit” as set

forth in a state statute. J&J counters that consideration of the Ordinance’s purpose is

improper when interpreting Ordinances. As for our standard of review, in considering this

issue, the interpretation of an ordinance is a question of law, which we review de novo with

no presumption of correctness afforded to the trial court’s decision. Amos v. Metro. Gov’t

of Nashville and Davidson Cnty., 259 S.W.3d 705, 710 (Tenn. 2008).

Local ordinances in Tennessee are interpreted using the same interpretive rules

applicable to the interpretation of state statutes in Tennessee. Gleaves v. Checker Cab

Transit Corp., 15 S.W.3d 799, 802 (Tenn. 2000) (“The rules of statutory interpretation are

used when interpreting an ordinance.”); Metro. Elec. Power Bd. v. Metro. Gov't of

Nashville & Davidson Cnty., 309 S.W.3d 474, 477 (Tenn. Ct. App. 2008) (“The same rules

of construction used to interpret statutes apply to the interpretation of the Metro Charter

and ordinances.”); Hargrove v. Metro. Gov’t of Nashville & Davidson Cnty., 154 S.W.3d

565, 567-68 (Tenn. Ct. App. 2004) (noting that, in interpreting local ordinances, “[t]he

tools for this job consist of the same rules of construction used to interpret state statutes”);

Tennessee Manufactured Hous. Ass’n v. Metro. Gov’t of Nashville, 798 S.W.2d 254, 260

(Tenn. Ct. App. 1990) (“Courts should construe municipal ordinances, including zoning

ordinances, using the same rules of construction applicable to statutes.”).

The Tennessee Supreme Court has explained the undertaking of statutory

interpretation as follows:

This Court’s role in statutory interpretation is “to determine what a statute

means.” Specifically, we must decide “how a reasonable reader, fully

competent in the language, would have understood the text at the time it was

issued.” Original public meaning is discerned through consideration of the

statutory text in light of “well-established canons of statutory construction.”

We give the words of a statute their “natural and ordinary meaning in the

context in which they appear and in light of the statute’s general purpose.”

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In the absence of statutory definitions, we look to authoritative dictionaries

published around the time of a statute’s enactment.

We consider the whole text of a statute and interpret each word “so that no

part will be inoperative, superfluous, void or insignificant.” We also

consider “[t]he overall statutory framework.” “[S]tatutes ‘in pari materia’—

those relating to the same subject or having a common purpose—are to be

construed together . . . .”

State v. Deberry, 651 S.W.3d 918, 924-25 (Tenn. 2022) (internal citations omitted).

Additionally, the constitutional grounding of property rights in Tennessee is not

without consequence with regard to the interpretive principles that are to be used when

considering local ordinances. The Tennessee Supreme Court has long recognized “the

private possession of property as a ‘sacred right.’” Norma Faye Pyles Lynch Fam. Purpose

LLC v. Putnam Cnty., 301 S.W.3d 196, 212 (Tenn. 2009) (quoting Stratton Claimants v.

Morris Claimants, 15 S.W. 87, 90 (Tenn. 1891) (quoting Thomas M. Cooley, A Treatise

on the Constitutional Limitations Which Rest Upon the Legislative Power of the States of

the American Union 358 (5th ed., Little, Brown & Co. 1883))). The Tennessee Supreme

Court has also indicated that “[a] property owner’s right to own, use, and enjoy private

property is a fundamental right.” Hughes v. New Life Dev. Corp., 387 S.W.3d 453, 474

(Tenn. 2012). Given the underlying constitutional respect for property rights, where an

ordinance is ambiguous, Tennessee courts “will resolve ambiguities in favor of the property

owner’s right to the unrestricted use of his or her property.” Northshore Corridor Ass’n v.

Knox Cnty., 633 S.W.3d 561, 578 (Tenn. Ct. App. 2021); see also Venture Holdings, LLC

v. Metro. Gov’t of Nashville & Davidson Cnty. by & through Metro. Bd. of Zoning Appeals,

585 S.W.3d 409, 418 (Tenn. Ct. App. 2019); 421 Corp. v. Metro. Gov’t of Nashville &

Davidson Cnty., 36 S.W.3d 469, 475 (Tenn. Ct. App. 2000). However, a statute is not

rendered ambiguous simply “because the parties proffer different interpretations of [it].”

Parveen v. ACG S. Ins. Agency, LLC, 613 S.W.3d 113, 119 (Tenn. 2020) (quotation

omitted). “A party cannot create an ambiguity by presenting a nonsensical or clearly

erroneous interpretation of a statute. In other words, both interpretations must be

reasonable in order for an ambiguity to exist.” Id.

In accordance with the principles laid out above, we turn first to considering the

Ordinance’s plain language. Simply stated, the plain language does not appear to support

the City’s position or the conclusion of the circuit court. As noted above, the Ordinance

prohibits a “vacation rental” in a residential zone and defines a “vacation rental” as follows:

A dwelling unit or other structure rented and/or used exclusively by a person

or group of persons for lodging for terms of less than 30 days. Rented means

any form of monetary or non-monetary consideration. A Vacation Rental is

also a Short Term Rental.

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The City reads this language as follows:

[T]he plain meaning of the expressed language in the City’s Ordinance is

simple, clear and unmistakable: to prohibit STRs in residential districts when

residences are the residences are [sic] not owner occupied. In other words,

STR’s are prohibited when the residential dwelling is for short-term rentals

and used “exclusively” by the short term renters – absent the owner. The

Ordinance permits STRs when it occurs while the owner lives in the home.

Addressing this reading of the Ordinance, the City explains:

The logic behind this is that there is someone on the property with a vital

interest, accountability and investment in the property and in the

neighborhood and neighbors. The purpose of the Ordinance as defined, is to

prohibit the very conduct of the Defendants: operating STRs on properties in

which they do not reside, with little to no care about the neighbors nor the

quiet enjoyment of the neighborhood.

However, the language of the Ordinance nowhere refers to owner-occupied

properties or to an owner living on the premises of a vacation rental. Such language simply

is not present. Additionally, the City’s purported plain language reading diverges from the

circuit court’s purported plain language reading of the Ordinance in ways that are not fully

appreciated by the City’s argument. The circuit court stated in its final order that “the City

did not want to prevent owner occupiers of dwellings from renting a portion of their homes

to third parties as long as the period of time is greater than 30 days.” (emphasis added).

In the circuit court’s view, the plain language did not authorize rentals for less than 30 days

in owner-occupied dwellings, only rentals for longer than 30 days in owner-occupied

dwellings. The City, however, has indicated that in its view the plain meaning of the

Ordinance allows for shorter-term usage so long as the owner-occupier is present. While

the City and the circuit court view the central pivot of the Ordinance between permissible

and impermissible uses as turning upon an unstated distinction between owner-occupied

and non-owner-occupied properties, the plain language does not appear to dictate such a

reading.

To the contrary, J&J’s interpretation of the Ordinance appears to fit more closely

with its plain language. J&J reads the Ordinance as preventing it from maintaining in a

residential area “[a] dwelling unit or other structure rented . . . exclusively by a person or

group of persons for lodging for terms of less than 30 days” and/or from maintaining in a

residential area “[a] dwelling unit or other structure. . . used exclusively by a person or

group of persons for lodging for terms of less than 30 days.” A dwelling unit that is rented

by a person for longer than 30 days is not “rented . . . exclusively by a person or group of

persons for lodging for terms of less than 30 days.” A dwelling unit that is rented to be

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used by a person for longer than 30 days is not “used exclusively by a person or group of

persons for lodging for terms of less than 30 days.”

Nevertheless, both the City and the circuit court have relied upon the Ordinance’s

purpose in concluding that J&J’s reading must be in error. They derive their understanding

of the Ordinance’s purpose from two sources: its preamble and a textual variance between

the Ordinance and the definition of “Short-term rental unit” in Tennessee Code Annotated

section 67-4-1501(5). J&J contends that consideration of purpose is entirely improper

when interpreting ordinances.

J&J’s argument goes too far in asserting that purpose is immaterial and improper

for consideration by Tennessee courts when interpreting statutes or ordinances. When a

court engages in statutory interpretation (as noted above, the same principles apply to the

interpretation of ordinances), purpose plays an important role. In Colley v. Colley, the

Tennessee Supreme Court stated the following regarding the role of purpose in statutory

interpretation:

To interpret the statute, we focus on its text. “The text of the statute is of

primary importance, and the words must be given their natural and ordinary

meaning in the context in which they appear and in light of the statute’s

general purpose.” “We presume that every word in a statute has meaning

and purpose and that each word’s meaning should be given full effect . . . .”

We examine “the language of the statute, its subject matter, the object and

reach of the statute, the wrong or evil which it seeks to remedy or prevent,

and the purpose sought to be accomplished in its enactment.” A “cardinal

rule of statutory construction is to effectuate legislative intent,” and the rules

of construction are aids to that end. “Our construction must be reasonable in

light of the statute’s purposes and objectives.”

Colley v. Colley, 715 S.W.3d 293, 306 (Tenn. 2025) (internal citations omitted). A

preamble, for example, is an entirely appropriate place to look to gain an understanding of

the purpose of a legislative enactment. See, e.g., City of Kingsport v. Jones, 268 S.W.2d

576, 578 (Tenn. 1954) (citing Memphis St. R. Co. v. Byrne, 104 S.W. 460, 464 (Tenn. 1907)

(the preamble of a statute, “while not a part of the statute and not controlling, may be looked

to and considered in ascertaining the intention of the General Assembly”)); Moorcroft v.

Stuart, No. M2013-02295-COA-R3-CV, 2015 WL 413094, at *9 (Tenn. Ct. App. Jan. 30,

2015) (“It is well-settled that we may turn to a statute’s preamble and policy statements for

guidance when seeking to resolve an ambiguity.”).

Nevertheless, the circuit court and the City’s use of purpose in the present case

exceeds how purpose is to be used when interpreting statutes or ordinances. Addressing

an express statutory purpose provision, Judge Joan Larsen, writing for the Sixth Circuit,

observed that “a purpose statement may be a useful guide to construing statutory language.

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But what a purpose provision cannot do is ‘limit or expand the scope of the operative

clause.’” Commonwealth v. Biden, 57 F.4th 545, 551-52 (6th Cir. 2023) (internal citations

omitted). Similarly, the Eleventh Circuit stated that “purpose provisions ‘can suggest only

which permissible meanings of the enactment should be preferred’ when the text is

otherwise ambiguous.” Georgia v. President of the United States, 46 F.4th 1283, 1300

(11th Cir. 2022) (quoting Antonin Scalia & Bryan A. Garner, Reading Law: The

Interpretation of Legal Texts 219 (2012)). Ultimately, while a statutory purpose provision

may help inform the interpretation of a statute, “[t]he purpose clause cannot override the

operative language.” Scalia & Garner, supra, at 220; see also Sturgeon v. Frost, 587 U.S.

28, 56-57 (2019) (noting that “statements of purpose . . . ‘cannot override a statute’s

operative language’”). This understanding of the interconnection between a purpose

provision and text in statutory interpretation as informing, not overriding, is in accord with

the Tennessee Supreme Court’s statutory interpretation directives. See Colley, 715 S.W.3d

at 306.

Various scholars and jurists, the latter both in scholarly works and judicial opinions,

have offered insight into the dangers of abandoning textual analysis in the pursuit of

serving the overarching purpose of a statutory scheme. In addressing a textualist critique

of purposivism, Professor John F. Manning observed that “[t]he design of the legislative

process emphasizes the need for compromise, and compromises are often complex,

awkward, and even incoherent—thus making it dangerous for judges to smooth over the

details of an agreed-upon text to make it more coherent with its perceived purpose.” John

F. Manning, Competing Presumptions About Statutory Coherence, 74 Fordham L. Rev.

2009, 2010 (2006). Professor Manning has also noted that “[b]ecause statutory details may

reflect only what competing groups could agree upon, legislation cannot be expected to

pursue its purposes to their logical ends; accordingly, departing from a precise statutory

text may do no more than disturb a carefully wrought legislative compromise.” John F.

Manning, Textualism and the Equity of the Statute, 101 Colum. L. Rev. 1, 18 (2001).

In a similar vein, Justice Amy Coney Barrett has observed that legislatures “draw

lines” and that “[e]xtending a statute to better accomplish its purpose takes the statute

further than a majority” of the legislature actually “chose to go.” Amy Coney Barrett,

Listening to the Law: Reflections on the Court and Constitution 217 (2025). Justice Barrett

added that a legislature “does not just choose an end — it also chooses a specific means of

accomplishing that end.” Id. As the United States Supreme Court has stated,

The “plain purpose” of legislation . . . is determined in the first instance with

reference to the plain language of the statute itself. Application of “broad

purposes” of legislation at the expense of specific provisions ignores the

complexity of the problems Congress is called upon to address and the

dynamics of legislative action. Congress may be unanimous in its intent to

stamp out some vague social or economic evil; however, because its

Members may differ sharply on the means for effectuating that intent, the

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final language of the legislation may reflect hard-fought compromises.

Invocation of the “plain purpose” of legislation at the expense of the terms

of the statute itself takes no account of the processes of compromise and, in

the end, prevents the effectuation of congressional intent.

Bd. of Governors of Fed. Rsrv. Sys. v. Dimension Fin. Corp., 474 U.S. 361, 373-74 (1986)

(internal citation omitted).

This is, in part, because “compromise is inherent in the legislative process, and

compromise typically dilutes statutory purpose.”5 Overreading a general purpose provision

defeats the compromise, and “a compromise must be able to use words to specify just how

far that decision has gone” even where the compromise is not consistent with the broadly

stated purpose of the statute.6 As the United States Supreme Court has indicated,

“[d]eciding what competing values will or will not be sacrificed to the achievement of a

particular objective is the very essence of legislative choice—and it frustrates rather than

effectuates legislative intent . . . to assume that whatever furthers the statute’s primary

objective must be the law.” Rodriguez v. United States, 480 U.S. 522, 526 (1987); see also,

e.g., Stanley v. City of Sanford, Fla., 145 S. Ct. 2058, 2067 (2025) (“But it is ‘quite

mistaken to assume . . . that any interpretation of a law that does more to advance a statute’s

putative goal must be the law.’ . . . ‘Legislation is, after all, the art of compromise, the

limitations expressed in statutory terms often the price of passage, and no statute yet known

pursues its stated purpose at all costs.’”); Erie Ins. Exch. by Stephenson v. Erie Indem. Co.,

68 F.4th 815, 820 (3d Cir. 2023) (“But no legislation pursues its purposes at all costs,” and

“we are not free to rewrite this statute (or any other) as if it did”).

One of the best explications of the overarching takeaway from these considerations

was offered by Justice Antonin Scalia, who observed that when interpreting a statute, the

members of the court “are bound, not only by the ultimate purposes Congress has selected,

but by the means it has deemed appropriate, and prescribed, for the pursuit of those

purposes.” MCI Telecommunications Corp. v. Am. Tel. & Tel. Co., 512 U.S. 218, 231 n. 4

(1994). The same principle applies to Tennessee courts in considering the interrelationship

between purpose and text. Armitage v. Kasulis, No. E2024-01906-COA-R3-CV, 2025 WL

3765875, at *9 (Tenn. Ct. App. Dec. 29, 2025); Armitage v. Hale, No. E2024-01905-COA-

R3-CV, 2025 WL 3765874, at *9 (Tenn. Ct. App. Dec. 29, 2025). Accordingly, while a

statutory purpose informs the interpretation of text, it may not trump the operative text of

the statute. The same principle applies to ordinances.

5

Jonathan R. Siegel, The Inexorable Radicalization of Textualism, 158 U. Pa. L. Rev. 117, 125-26

(2009).

6

John F. Manning, Competing Presumptions About Statutory Coherence, 74 Fordham L. Rev.

2009, 2041 (2006).

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In the present case, the City and the circuit court focus primarily on the Ordinance’s

preamble to derive its purpose. As noted above, the preamble provides as follows:

WHEREAS, the City of Hendersonville is committed to providing all

residents with safe and quiet residential neighborhoods and to maintaining

the highest quality of life standard;

WHEREAS, Hendersonville’s growth and success have been built on

housing standards and codes to favor the growth and development of

residential neighborhoods; and

WHEREAS, it has been determined by the Board of Mayor and Aldermen of

the City of Hendersonville that it is necessary to impose restrictions on the

use of homes as Vacation Rentals in order to protect the residential character

of the residential zones in the City of Hendersonville.

Both the circuit court and the City understand this purpose provision as

distinguishing owner-occupied properties from those where the owner is absent. However,

as in the language of the Ordinance itself, nowhere in the language of the preamble is there

any reference to owner-occupied properties. We are unclear as to how the preamble

supports reading the Ordinance to indicate that the local legislative body drew a distinction

between owner-occupied and non-owner-occupied properties. The preamble informs of

the City’s desire for safe and quiet neighborhoods and its favoring of growth and

development of residential neighborhoods. The preamble indicates a necessity to impose

“restrictions” upon using homes as “Vacation Rentals,” which is a term, as has been

discussed above, defined in the Ordinance. The purpose provision does not address, at all,

the limitations upon how far these “restrictions” reach and does not provide any indication

that owner-occupied status is a matter of significance in the Ordinance or in serving its

purpose. Such a distinction between owner-occupied and non-owner-occupied properties

is simply not present in the language of the preamble. These deficiencies are problematic

for the City’s position and for the circuit court’s understanding of the purpose of the

Ordinance.

The provision in dispute in the present case is the result of the compromise inherent

in the legislative process. It is a compromise upon how far the Ordinance, which restricts

property usage, goes in the pursuit of its overarching purposes. This preamble tells the

reader nothing with regard to where or how the line has been drawn by the Ordinance.

Using the preamble’s language to indicate a distinction between owner-occupied and non-

owner-occupied dwellings and structures with regard to short-term rentals is more of an

act of legislative drafting than judicial interpretation. This is the very reason for caution in

reading an overarching purpose too aggressively to displace plain limiting language.

Accordingly, reading the Ordinance in terms of owner-occupied versus non-owner-

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occupied dwellings or structures would reflect a policy judgment of the court, not of the

City Council of Hendersonville.

In looking to the purpose of the Ordinance, the City and the circuit court also turn

to the textual variance between the Ordinance and the definition of “Short-term rental unit”

as set forth in Tennessee Code Annotated section 67-4-1501(5). The City explains its

argument on this point as follows:

The City’s Ordinance (Ord. 2016-16) defines an STR as,

“[a] dwelling unit or other structure rented and/or used

exclusively by a person or group of persons for lodging for

terms of less than 30 days. Rented means any form of

monetary or non-monetary consideration. A Vacation Rental

is also a Short Term Rental.” [(emphasis added in the City’s

brief)].

By comparison, an STR defined under State law is as follows:

“short-term rental unit’ means a residential dwelling that is

rented wholly or partially for a fee for a period of less than

thirty (30) continuous days and does not include a hotel as

defined in § 68-14-302 or a bed and breakfast establishment or

a bed and breakfast homestay as those terms are defined in §

68-14-502.” (See, Tennessee Code Annotated, § 67-4-1501(8)

(emphasis added [in the City’s brief])).

Rented “wholly or partially” clearly means whether the entire home or part

of the home is rented for a term of less than 30 days under the State statute.

This further means that the property is an STR regardless if the property

owner occupies the home or not.

The City’s Ordinance is more permissive in its definition allowing

STRs when the property owner is present. Thus, this is the clear reason the

City used the term “exclusively” rather than “wholly or partially,” so that the

owner, having a vested interest in the property and in the neighborhood,

accounts for both.

The circuit court also addressed this textual variance in seeking to understand the purpose

of the Ordinance. It analyzed this point as follows:

It is clear from the language of the Ordinance and the statements of counsel

that the Tennessee Code definition served as a precursor to the language

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found in the Ordinance passed. Specifically, the City did not want to prevent

owner occupiers of dwellings [from] renting a portion of their homes to third

parties as long as the period of time is greater than 30 days. For this reason

the phrase “wholly” or “partially” was excised from the final Ordinance draft

and replaced with the word “exclusively”.

The circuit court goes on to acknowledge that “for some reason the Court has yet to

conclude. . . the phrase ‘by person or group of persons for lodging’ was inserted into the

Ordinance, creating much of the dispute that presents itself today.” The circuit court,

however, added that “[c]learly, the purpose of the Ordinance was to prevent just the short-

term rentals Defendants currently let. Just as clearly, the intent of the City Council was

[to] tie its Ordinance to the Tennessee Short Term Rental Act, which would prevent the

types of rentals permitted by Defendants.”

Considering the textual variance between the City’s Ordinance and the state statute,

it is not clear to us that the purpose of the Ordinance is to draw a distinction between owner-

occupied and non-owner-occupied dwellings and structures. There are multiple

complications with the City’s and the circuit court’s approach to assessing the textual

variance between the Ordinance and the state statute. One of the problems is that both

derive their understanding from reading the two provisions as if the only variance is the

replacement of the phrase “wholly or partially” in the Tennessee Code with “exclusively”

in the Ordinance. That is not, however, the only difference between the two laws. There

are multiple variances between the two provisions, including the preposition that

immediately follows the aforementioned exchanged adverbs. With regard to the

prepositions, there is an exchange of “for” in the statute with “by” in the Ordinance. In

other words, even putting aside the other textual variances between the two provisions, the

language of the statute is “wholly or partially for” as opposed to the Ordinance’s use of

“exclusively by.”

Turning to dictionaries, a variance in meaning becomes apparent. Defined in light

of their employment as alternatives to each other, “[w]holly” is defined as “to the full or

entire extent” while “partially” is defined as “to some extent: in some degree.” Wholly,

Merriam-Webster https://www.merriam-webster.com/dictionary/wholly (last visited Feb.

2, 2026); Partially, https://www.merriam-webster.com/dictionary/partially; see also

Oxford English Dictionary https://www.oed.com (last visited Feb. 2, 2026) (defining

“wholly,” in a usage tracing from the present back to 1325, as “[c]ompletely, entirely; to

the full extent or amount; altogether, totally, thoroughly,” and defining “partially,” in a

usage tracing from the present back as far as 1475, as “[t]o some extent; incompletely,

restrictedly; partly”). Alternatively, “exclusively” means “in an exclusive manner: in a

way limited to a single person, group, category, method, etc.” Exclusively, Merriam-

Webster, supra; see also Exclusively, Oxford English Dictionary, supra (defining

“exclusively,” in usage tracing from the present back to 1650, as “[s]o as to exclude all

except some particular object, subject, etc.; solely”).

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A subtle distinction in meaning between “wholly or partially” and “exclusively”

becomes magnified by the preposition that follows the adverb. The word “for,” as used in

the context of the statute’s phrase “wholly or partially for,” is a preposition that is “used as

a function word to indicate purpose.” For, Merriam-Webster, supra; see also Oxford

English Dictionary, supra (defining “for,” as applicable in this context, in a usage tracing

from the present to Old English as “[w]ith a view to; with the object or purpose of; as

preparatory to”).7 Alternatively, the word “by,” in the context of the Ordinance in

connection with “exclusively,” is a preposition indicating “through the agency . . . or

instrumentality of.” By, Merriam-Webster, supra. Similarly, the Oxford English

Dictionary defines “by” as “[i]ndicating the agent after a passive verb,” which is precisely

the verb form of “rented” and “used” in this Ordinance.8 By, Oxford English Dictionary,

supra. In other words, the Tennessee Code provision is focused on the purpose of rental

(“rented wholly or partially for”) while the Ordinance is focused on the person of the renter

or user (“rented . . . exclusively by” and/or “used exclusively by”).

While the circuit court disclaimed any understanding of the purpose of the “by a

person or group of persons for lodging” language, treating it as immaterial, we cannot

disregard this language. The language is part of defining who cannot be the sole renters or

users of the property under the Ordinance. The prohibition of the Ordinance is, thus, upon

the dwelling unit or other structure being rented solely by and/or used solely by a person

or group of persons who are renting and/or using the property for lodging for less than 30

days. We cannot agree with the City and the circuit court that the exchange of “wholly or

partially for” with “exclusively by” necessarily conveys that the purpose of the variance is

to draw distinctions between owner-occupied and non-owner-occupied properties. At a

minimum, it certainly does not clearly do so.

The City, at best, only creates ambiguity as to the Ordinance’s meaning – that is as

far up the hill as the arguments of the City can push this Ordinance. Despite its persistent

efforts in its briefing, the problem for the City is that this Sisyphean rock then simply rolls

right back down the hill.9 It does so because, as we noted at the outset, where an ordinance

that restricts property usage is ambiguous, Tennessee courts “will resolve ambiguities in

7

The critical sentence in the Ordinance itself actually utilizes the preposition “for” in this purpose

sense (“rented and/or used exclusively by a person or group of persons for lodging”) and also in a durational

sense (“for lodging for terms of less than 30 days”). Oxford English Dictionary (defining “for” as

“[m]arking actual duration” and “marked intended duration”); Merriam-Webster Dictionary (defining “for”

as “used as a function word to indicate duration of time or extent of space”).

8

Recall, the Ordinance defines Vacation Rental as “[a] dwelling unit or other structure rented . . .

exclusively by . . . ” and/or “[a] dwelling unit or other structure . . . used exclusively by.”

9

Sisyphus, who had been the king of Corinth, “drew upon himself the relentless wrath of Zeus. In

Hades, he was punished by having to try forever to roll a rock uphill which forever rolled back upon him.”

Edith Hamilton, Mythology: Timeless Tales of Gods and Heroes 330-31 (2017).

- 17 -

favor of the property owner’s right to the unrestricted use of his or her property.”

Northshore Corridor Ass’n, 633 S.W.3d at 578; Venture Holdings, LLC, 585 S.W.3d at

418; 421 Corp., 36 S.W.3d at 475.

J&J presumes this means that it did not violate the Ordinance and that it accordingly

prevails. J&J’s sense of having ultimately prevailed in this litigation is premature. The

City has raised challenges not only to the legal basis of J&J’s defense but also to the factual

basis of J&J’s defense. That is, before the circuit court, the City countered J&J’s assertion

that each of its properties had long-term renters for a period of more than 30 days. The

City also raised challenges in connection with the timing of when these purported rentals

occurred. Given the trial court’s resolution of this case on the basis of its construction of

the Ordinance, the circuit court did not reach the question of whether J&J had actually

intermixed short and long-term renters, meaning that its properties were not rented or used

exclusively by short-term renters of less than 30 days. The circuit court also did not address

the timing of when such rentals may have occurred. There remains significant factual

uncertainty as to the actual rental and usage of these properties. There is also a lack of

briefing as to the myriad of legal questions that could potentially arise depending upon

what the actual facts are regarding the rental and usage of these properties. We decline to

speculate on the legal consequences of a diverse array of the potential factual

circumstances. Remand presents the parties with an opportunity to establish in what ways

the properties were actually rented and used and when these rentals or uses occurred. It

also affords the parties an opportunity to focus on the legal consequences of these facts in

relation to assessing whether J&J violated the Ordinance, as interpreted in this opinion, at

some point in the past and whether it continued to do so.

III.

Beyond J&J’s argument regarding interpretation of the Ordinance, J&J’s brief,

insofar as it addresses other issues on appeal, suffers from significant deficiencies. This

creates challenges for the City in being able to respond to J&J’s additional arguments and

for this court in being able to address these additional arguments. The brief has deficiencies

as to citing relevant portions of the record and legal authority in support of the contentions

that are raised and, more generally, deficiencies in developing its contentions as something

more than mere conclusory assertions and skeletal arguments. J&J has also raised

arguments that were not properly presented to the trial court. While J&J purportedly raises

13 additional issues in the remaining 8 substantive pages of its brief, from our review, there

appears to be no argument whatsoever in relation to several of these issues. “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.” Sneed v. Bd. of

Prof’l Resp. of Supreme Ct., 301 S.W.3d 603, 615 (Tenn. 2010). Accordingly, those issues

as to which no argument is advanced are waived.

- 18 -

Of these 13 issues, there are six as to which at least some argument is made in J&J’s

brief. It is not clear however how, or if, all of these arguments correspond with J&J’s

statement of the issues. In addressing these 6 additional issues that are, at least to some

extent argued, we list them in the manner in which J&J captions its arguments within the

argument section of its brief: (1) The City Failed to Introduce Any Evidence in This De

Novo Proceeding, (2) Failure to Rule on Defendants’ Declaratory Judgment Regarding

Police Visits and Improper Reversal of Injunctive Relief Denial, (3) Failure to Grant

Defendants’ Motion for Injunctive Relief, (4) Procedurally Deficient Permanent

Injunction, (5) Final Judgment and Declaratory Relief Issued Sua Sponte, and (6) The

Injunction Was Substantively Deficient.

As for J&J’s arguments in relation to (1) The City Failed to Introduce Any Evidence

in This De Novo Proceeding and (3) Failure to Grant Defendants’ Motion for Injunctive

Relief, J&J fails in addressing either issue to cite to any authority in support of its argument

that the trial court erred. Its argumentation on these issues is skeletal at best. Again, “[i]t

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.” Id.

Accordingly, those issues are waived.

With regard to the four remaining issues,10 while there are serious deficiencies in

J&J’s briefing that potentially subjects these issues to waiver, we instead simply pretermit

discussion thereof. Any relief that would be afforded in connection with these issues is

already subsumed within the scope of our decision in connection with interpretation of the

Ordinance. That is, our decision, herein, results in vacating the award of the declaratory

judgment to the City and the permanent injunction against J&J. Additionally, a conclusion

that J&J was too late in seeking declaratory judgment after the trial court’s issuance of its

oral ruling is not preclusive of J&J seeking declaratory judgment on remand. From J&J’s

thin and confusing briefing in relation to these issues, we do not understand it as seeking

any relief in connection with these issues that is not already granted by our decision with

regard to the interpretation of the Ordinance. Thus, as noted above, we pretermit discussion

of the four remaining issues.

IV.

For the aforementioned reasons, we vacate the judgment of the Circuit Court for

Sumner County. Costs of this appeal are taxed to the City of Hendersonville. The case is

10

These include (2) Failure to Rule on Defendants’ Declaratory Judgment Regarding Police Visits

and Improper Reversal of Injunctive Relief Denial, (4) Procedurally Deficient Permanent Injunction, (5)

Final Judgment and Declaratory Relief Issued Sua Sponte, and (6) The Injunction Was Substantively

Deficient.

- 19 -

remanded for such further proceedings as may be necessary and consistent with this

opinion.

s/ Jeffrey Usman

JEFFREY USMAN, JUDGE

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