F&M Marketing Services, Inc. v. Christenberry Trucking and Farm, Inc. ( 2015 )

IN THE COURT OF APPEALS OF TENNESSEE
AT KNOXVILLE
September 30, 2015 Session
F&M MARKETING SERVICES, INC., v. CHRISTENBERRY TRUCKING
AND FARM, INC., ET AL.
Appeal from the Chancery Court for Knox County
No. 1829852 Clarence E. Pridemore, Jr., Judge
________________________________
No. E2015-00266-COA-R3-CV
FILED-OCTOBER 19, 2015
_________________________________
Plaintiff brought an action to pierce the corporate veil of defendant company and hold its sole
shareholder personally liable for a debt. The trial court conducted a bench trial on the issue
and found in favor of the defendant company and shareholder. The trial court initially
declined to issue findings of fact in its final judgment. After both parties submitted their own
proposed findings of fact, the trial court adopted the defendants‘ version nearly verbatim,
incorporating two additional findings of fact of its own. However, because we find the trial
court‘s findings of fact and conclusions of law insufficient to facilitate appellate review, we
vacate the judgment of the trial court and remand for sufficient findings of fact and
conclusions of law.
Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Vacated
and Remanded
J. STEVEN STAFFORD, P.J., W.S., delivered the opinion of the Court, in which D. MICHAEL
SWINEY, J., and BRANDON O. GIBSON, J., joined.
Christopher J. Oldham, Knoxville, Tennessee, for the appellant, F&M Marketing Services,
Inc.
John Thomas McArthur, Melanie E. Davis, and Carlos A. Yunsan, Maryville, Tennessee, for
the appellees Christenberry Trucking and Farm, Inc., and Clayton V. Christenberry, Jr.
OPINION
Background
This case arises out of a contract dispute between Christenberry Trucking and Farm,
Inc. (―Christenberry Trucking‖) and F&M Marketing Services, Inc. (―F&M‖ or ―Appellant‖)
in 2005. This is the second appeal arising from this dispute. See Christenberry Trucking &
Farm, Inc. v. F&M Marketing Services, Inc., 329 S.W.3d 452 (Tenn. Ct. App. 2010), perm.
app. denied (Tenn. Oct. 21, 2010). In the first appeal, this Court was charged with
determining issues related to whether F&M could pursue an action for breach of contract. See
id. at 457. Ultimately, we concluded that F&M could pursue an action against Christenberry
Trucking. See generally id. On remand, the trial court entered a written order on February 13,
2012 awarding F&M a judgment totaling $375,524.29 plus post-judgment interest. The trial
court entered its final judgment on February 13, 2012.
At the time the trial court entered judgment, Christenberry Trucking had no assets to
satisfy the judgment. After learning this, F&M commenced an action on May 25, 2012
seeking to disregard the corporate entity of Christenberry Trucking and hold its primary
shareholder, Clayton Christenberry, Jr., personally liable for the judgment against the
corporation.
On June 26, 2012, Christenberry Trucking and Mr. Christenberry filed a motion to
dismiss F&M‘s complaint to pierce the corporate veil. They argued that F&M‘s complaint
failed to set forth particularized allegations for piercing the corporate veil and, therefore,
failed to state a claim upon which relief may be granted. F&M responded to the motion to
dismiss on August 31, 2012. Ultimately, the trial court denied the motion by written order
entered September 11, 2012. Shortly thereafter, on October 5, 2012, Christenberry Trucking
and Mr. Christenberry jointly filed their Answer to the complaint.
On October 7, 2013,1 F&M moved to amend its original complaint to add additional
defendants and claims. The additional defendants included Mr. Christenberry in his capacity
as trustee and beneficiary of the Clayton V. Christenberry Jr. and Jannie Christenberry
Revocable Trust (―the Trust‖); the Trust; and Jannie Chistenberry, Mr. Christenberry‘s wife,
in her individual capacity and her capacity as trustee and beneficiary of the Trust (collectively
with Christenberry Trucking and Mr. Christenberry, the ―Christenberry defendants‖). In
addition to its action to pierce the corporate veil, F&M also brought an action to set aside
allegedly fraudulent conveyances and seeking a lien lis pendens on the Trust. F&M‘s motion
to amend the complaint was eventually granted on November 25, 2013.
1
It is unclear the reason for the substantial delay in the prosecution of this case.
2
The Christenberry defendants filed a motion to dismiss the amended complaint. They
argued that F&M was a foreign corporation doing business in Tennessee without proper
registration with the Tennessee Secretary of State pursuant to state law. Thus, they argued
F&M was precluded from bringing suit in the state. F&M responded, and the trial court
denied the motion to dismiss on November 20, 2013.
Because the Christenberry defendants had not yet responded to the amended
complaint, F&M moved for a default judgment on February 6, 2014. On February 24, 2014,
the Christenberry defendants filed an answer to the amended complaint, essentially denying
that any transfer of the Trust was fraudulent.2
On March 5, 2014, the Christenberry defendants filed a motion to ―bifurcate the trial
against them in order to separately address [F&M‘s] causes of action pertaining to the Trust
from the original action on piercing the corporate veil‖ against Christenberry Trucking and
Mr. Christenberry individually. Furthermore, the Christenberry defendants sought to stay the
action involving the Trust until the resolution of the action to pierce the corporate veil. Two
days later, on March 7, 2014, Christenberry Trucking and Mr. Christenberry, in his individual
capacity, filed an answer to the amended complaint.
The motion to bifurcate went unresolved for several months, and the Christenberry
defendants moved again to bifurcate the trial on September 22, 2014. This time, F&M filed a
response opposing the motion to bifurcate. On January 16, 2015, the trial court granted the
motion to bifurcate the trial finding that the ―action for piercing the corporate veil against
[Christenberry Trucking] and Mr. Christenberry should be bifurcated from the action against
the Trust Defendants for fraudulent transfer. . . .‖
On February 4, 5, and 6, 2015, the trial court conducted a trial on F&M‘s action to
pierce the corporate veil of Christenberry Trucking. At the conclusion of the trial, the trial
court orally ruled from the bench, concluding that F&M had not carried its burden to prove
that the corporate veil should be pierced. Because the second part of the bifurcated action
concerning the Trust and the alleged fraudulent transfers was contingent upon a conclusion
that the corporate veil should be pierced, the second part of the trial was pretermitted.
Accordingly, the trial court dismissed the entirety of F&M‘s claims against all of the
defendants. F&M filed a timely notice of appeal.
Issues Presented
2
Subsequently, F&M filed a motion to disqualify the Christenberry defendants‘ counsel from
representation, to strike the answer filed by the Christenberry defendants, and for sanctions. The crux of this
motion involved an alleged conflict of interest between the Christenberry defendants and their attorneys. The
parties made numerous filings relevant to this issue; however, they are immaterial to the issue presented for
appeal.
3
As we perceive it, F&M raises three issues on appeal, which are taken from its brief
and restated:
1. Whether the trial court made sufficient findings of fact and
conclusions of law that were a product of its independent
judgment?
2. Whether the trial court erred in finding that there was no basis
to pierce the corporate veil of Christenberry Trucking & Farm?
3. Whether the trial court erred in finding that the Marital
Dissolution Agreement provided Mr. Christenberry‘s payment to
his former wife was a division of marital property and not
alimony in futuro?
“I’m not going to reiterate the facts. . . . I’m not required
to produce a Finding of Fact.”
As discussed above, the trial court in this matter was charged with
determining whether Appellees carried their burden sufficiently to pierce the corporate
veil of Christenberry Trucking & Farm. Before we address the substance of this appeal, it
is necessary to discuss the trial court‘s oral ruling and its stance on the requisite findings
of fact and conclusions of law. Accordingly, we turn to the statements made during the
court‘s oral ruling pertaining to its obligation to make findings of fact.
After the bench trial on February 9, 2015, the trial court orally ruled in favor of
Appellees. Regarding the trial court‘s obligation to make findings of fact, the transcript of the
oral ruling provides:
THE COURT: I‘m not going to reiterate the facts. They are in
the record enough. I‘m not going to muddle up the transcript
with a bunch more facts.
* * *
[COUNSEL FOR PLAINTIFF]: I would ask for a preparation of
a Finding of Fact and Conclusion of [L]aw.
THE COURT: I‘m not required to produce a Finding of Fact. I
can reiterate a Conclusion of Law if you want me to.
4
[COUNSEL FOR PLAINTIFF]: I would ask for a written – if
the Court won‘t do a written Finding of Fact then I would ask
for a written Conclusion of Law.
THE COURT: If you two parties want to prepare a Finding of
Fact and submit them to me I can consider which one and
introduce it into the record.
At this juncture, it is imperative that we discuss the applicability of Rule 52.01 of the
Tennessee Rules of Civil Procedure to the case-at-bar. In bench trials such as this, Rule 52.01
provides that trial courts ―shall find the facts specially and state separately its conclusions of
law and direct the entry of the appropriate judgment.‖ Tenn. R. Civ. P. 52.01 (emphasis
added). Prior to July 1, 2009, trial courts were only required to make specific findings of fact
and conclusions of law ―upon request made by any party prior to the entry of judgment.‖ See
Poole v. Union Planters Bank N.A., No. W2009–01507–COA–R3–CV, 337 S.W.3d 771,
791 (Tenn. Ct. App. 2010) (noting the amendment). However, the current version of Rule
52.01 requires the court to make these findings regardless of a request by either party. Id.
This Court has previously held that the requirement to make findings of fact and conclusions
of law is ―not a mere technicality.‖ In re K.H., No. W2008-01144-COA-R3-PT, 2009 WL
1362314, at *8 (Tenn. Ct. App. May 15, 2009).
The Tennessee Supreme Court recently explained that Rule 52.01 findings and
conclusions serve three important purposes:
First, findings and conclusions facilitate appellate review by
affording a reviewing court a clear understanding of the basis of
a trial court‘s decision. See Estate of Bucy v. McElroy, No.
W2012-02317-COA-R3-CV, 2013 WL 1798911, at *3–4 (Tenn.
Ct. App. Apr. 26, 2013) (noting that the Rule 52.01 requirement
facilitates appellate review); Hardin v. Hardin, No. W2012-
00273-COA-R3-CV, 2012 WL 6727533, at *5 (Tenn. Ct. App.
Dec. 27, 2012) (same); In re K.H., No. W2008-01144-COA-R3-
PT, 2009 WL 1362314, at *8 (Tenn. Ct. App. May 15, 2009)
(recognizing that without findings and conclusions appellate
courts are left to wonder about the basis of a trial court‘s
decision); In re M.E.W., No. M2003-01739-COA-R3-PT, 2004
WL 865840, at *19 (Tenn. Ct. App. Apr. 21, 2004 (same); 9C
[Charles A. Wright et al.,] Federal Practice and Procedure §
2571, at 219 [(3d ed. 2005)] [hereinafter 9C Federal Practice
and Procedure] (recognizing that specific findings by the trial
court facilitate appellate review). Second, findings and
5
conclusions also serve ―to make definite precisely what is being
decided by the case in order to apply the doctrines of estoppel
and res judicata in future cases and promote confidence in the
trial judge‘s decision-making.‖ 9C Federal Practice and
Procedure § 2571, at 221–22. A third function served by the
requirement is ―to evoke care on the part of the trial judge in
ascertaining and applying the facts.‖ Id. at 222. Indeed, by
clearly expressing the reasons for its decision, the trial court may
well decrease the likelihood of an appeal. Hardin, 2012 WL
6727533, at *5.
Lovelace v. Copley, 418 S.W.3d 1, 34–35 (Tenn. 2013). ―Without such findings and
conclusions, this court is left to wonder on what basis the court reached its ultimate
decision.‖ In re K.H., 2009 WL 1362314, at *8 (quoting In re M.E.W., No. M2003–01739–
COA–R3–PT, 2004 WL 865840, at *19 (Tenn. Ct. App. Apr. 21, 2004)). Furthermore, ―the
absence of findings and conclusions . . . leaves the parties without the thing they most need: a
decision.‖ Adams v. Adams, No. W2007-00915-COA-R3-CV, 2008 WL 2579234, at *6–*7
(Tenn. Ct. App. June 30, 2008).
Although the trial court stated it would not deign to issue findings of fact, the
command of Rule 52.01 is clear that such findings are mandatory, rather than discretionary.
Respectfully, the trial court‘s statement that it was ―not required to produce a Finding of
Fact‖ is categorically incorrect. Fortunately, at the behest of counsel for F&M, the trial court
eventually permitted both parties to submit a proposed version of findings of fact and
conclusions of law. The trial court apparently reviewed both and ultimately issued its Final
Judgment on February 18, 2015, which included sections titled Finding of Facts and
Conclusions of Law. Thus, the trial court‘s order, on its face, does appear to comply with
Rule 52.01.
The question of whether the findings of fact and conclusions of law are sufficient,
however, remains in dispute. Accordingly, we next address whether the findings and
conclusions made by the trial court satisfy Rule 52.01.
Piercing the Corporate Veil
In analyzing whether the trial court‘s findings and conclusions are sufficient, it is
necessary to begin with the state of Tennessee law regarding the concept of ―piercing the
corporate veil,‖ as it was the sole basis for the trial court‘s judgment in favor of Appellees in
this case. There seems to have been some confusion in the trial court as to the appropriate test
to be applied in determining the issue of whether the corporate veil should be pierced in this
case. The trial court indicated its reliance on what it deemed three different ―tests‖: the
6
Continental Bankers3 test; the Barbour4 test; and the Allen5 factors, a test devised by the
federal courts in 1984 and often applied by Tennessee courts thereafter. The trial court
explicitly stated that F&M ―has failed to carry its burden of proof necessary to impose
piercing of the corporate veil of [Christenberry Trucking] under any of the aforementioned
tests.‖
The trial court‘s and the parties‘ confusion as to the applicable test, however, was not
warranted. Our research reveals that neither Continental Bankers nor Barbour provides the
appropriate standard by which a court considers whether to pierce the corporate veil. First,
the trial court relied upon Continental Bankers Life Insurance Co. of the South v. Bank of
Alamo, 578 S.W.2d 625 (Tenn. 1979), utilizing a three-prong ―instrumentality rule.‖ In that
case, the Continental Bankers Court analyzed three factors to determine whether a parent
corporation exercised such dominion and control over its subsidiary to render the subsidiary a
mean ―tool, agency, or instrumentality of the parent.‖ Id. at 632, 633. In the instant case,
although the trial court explicitly stated it was relying upon Continental Bankers, it made no
findings of fact or conclusions of law with respect to any of the three factors. Additionally,
the trial court did not state why the Continental Bankers test was applicable, where the case-
at-bar does not involve the question of whether a parent corporation should be liable for the
wrong committed by its subsidiary. See Schlater v. Haynie, 833 S.W.2d 919, 925 (Tenn. Ct.
App. 1991) (stating that Continental Bankers addressed parent/subsidiary relationships and
was therefore inapplicable to the case before it involving a corporation/shareholder
relationship); but see Tenn. Racquetball Investors, Ltd. v. Bell, 709 S.W.2d 617, 622 (Tenn.
Ct. App. 1986) (recognizing that the Continental Bankers test may be applied in the situation
where a wronged party seeks to hold the individual owner of a corporation liable for the
debts of the corporation under the alter ego theory). Simply put, it is completely unclear how
and why the trial court relied on Continental Bankers, without findings of fact and
conclusions of law relative to any of the three factors.
Next, the trial court relied upon Oceanics Schools, Inc. v. Barbour, 112 S.W.3d 135
(Tenn. Ct. App. 2003). Specifically, the trial court provided that it relied upon the ―sham or
dummy corporation test‖ in Barbour. A thorough reading of the Barbour case reveals that
the Court of Appeals did not promulgate a ―sham or dummy corporation‖ test in that case.
The trial court isolated that phrase from the surrounding language in Barbour explaining that
courts may pierce the corporate veil ―upon a showing that it is a sham or a dummy or where
necessary to accomplish justice.‖ (Emphasis in original.) Even more importantly, the
3
Continental Bankers Life Ins. Co. of South v. Bank of Alamo, 578 S.W.2d 625 (Tenn.
1979).
4
Oceanics Schools, Inc. v. Barbour, 112 S.W.3d 135 (Tenn. Ct. App. 2003), perm. app.
denied (Tenn. June 30, 2003).
5
FDIC v. Allen, 584 F. Supp. 386 (E.D. Tenn. 1984).
7
Barbour Court ―review[ed] all of the evidence—in the context of the Allen factors . . . .‖ Id.
at 141. Thus, in Barbour, the Allen factors provided the backdrop for courts to consider
whether a corporation is a sham or dummy corporation. Indeed, from our review of recent
piercing the corporate veil cases, Tennessee cases nearly uniformly consider the Allen factors
in determining this issue. See Rogers v. Louisville Land Co., 367 S.W.3d 196 (Tenn. 2012);
Dog House Investments, LLC v. Teal Properties, Inc., 448 S.W.3d 905, 918 (Tenn. Ct. App.
2014), perm. app. denied (Tenn. July 11, 2014); Rock Ivy Holding, LLC v. RC Props., LLC,
464 S.W.3d 623, 647 (Tenn. Ct. App. 2014), appeal denied (June 20, 2014); Edmunds, 403
S.W.3d at 830. Accordingly, we turn to whether the trial court made sufficient findings
concerning the Allen factors.
The Tennessee Supreme Court clearly outlined the appropriate test to utilize—the
Allen factors—in considering a challenge to the corporate veil in Rogers v. Louisville Land
Co., 367 S.W.3d 196 (Tenn. 2012). Although the trial court asserted during the trial that it
―spent the last three nights reviewing a number of cases in this field,‖ the seminal Tennessee
Supreme Court Opinion on this issue does not appear to have been discussed or applied by
the trial court or the parties at the trial level.
In Rogers, the Tennessee Supreme Court specifically stated that the factors
promulgated by Allen ―are applicable‖ when determining whether the corporate veil should
be pierced.6 Our research reveals no Tennessee case after the Opinion in Rogers in which the
Allen factors have not been applied to reach a conclusion on whether piercing the corporate
veil is warranted. According to Rogers:
Factors to be considered in determining whether to disregard the
corporate veil include not only whether the entity has been used
to work a fraud or injustice in contravention of public policy,
but also: (1) whether there was a failure to collect paid in
capital; (2) whether the corporation was grossly
6
Indeed, Tennessee‘s courts have consistently applied the factors in Allen to determine whether a
corporation‘s legal identity should be disregarded. See Rogers, 367 S.W.3d at 215, 216; CAO Holdings, Inc.
v. Trost, 333 S.W.3d 73, 88 (Tenn. 2010); H.G. Hill Realty Co., L.L.C. v. Re/Max Carriage House, Inc., 428
S.W.3d 23 (Tenn. Ct. App. 2013) (―The most common factors used by Tennessee courts to determine whether
to pierce the corporate veil were originally set forth in [Allen].‖); Pamperin, 275 S.W.3d at 438; Altice v.
NATS, Inc., No. M2007-00212-COA-R3-CV, 2008 WL 1744571, at *2–*3 (Tenn. Ct. App. Apr. 15, 2008),
no perm. app. filed; Marshall, 2008 WL 5156312 at *6 (citing the above factors and noting that they are
commonly referred to as the Allen factors); AmPharm, Inc. v. Eastland Pharm. Servs., L.L.C., No. M2006-
01334-COA-R3-CV, 2008 WL 4830803, *6 (Tenn. Ct. App. Nov. 5, 2008) (citing the Allen factors); Dolle v.
Fisher, No. E2003-02356-COA-R3-CV, 2005 WL 2051288, *4 (Tenn. Ct. App. Aug. 26, 2005) (same);
Boles, 175 S.W.3d at 245 (same); Barbour, 112 S.W.3d at 140 (same); Emergicare Consultants, Inc. v.
Woolbright, No. W1998-00659-COA-R3-CV, 2000 WL 1897350, *2 (Tenn. Ct. App. Dec. 29, 2000) (same).
8
undercapitalized; (3) the nonissuance of stock certificates; (4)
the sole ownership of stock by one individual; (5) the use of the
same office or business location; (6) the employment of the
same employees or attorneys; (7) the use of the corporation as an
instrumentality or business conduit for an individual or another
corporation; (8) the diversion of corporate assets by or to a
stockholder or other entity to the detriment of creditors, or the
manipulation of assets and liabilities in another; (9) the use of
the corporation as a subterfuge in illegal transactions; (10) the
formation and use of the corporation to transfer to it the existing
liability of another person or entity; and (11) the failure to
maintain arms length relationships among related entities.
Id. at 215 (citing Allen, 584 F. Supp. at 397). Generally, no one factor is conclusive in
determining whether to pierce the corporate veil; rather, courts will rely upon a combination
of factors in deciding the issue.7 Id. (citing Barbour, 112 S.W.3d at 140).
Accordingly, we examine whether the trial court made sufficient findings of fact and
conclusions of law with respect to the Allen factors. Here, the eleven factors in Allen require
a fact-intensive inquiry for each individual case; the necessity for sufficient findings of fact
and conclusions of law cannot be overstated in cases where a party seeks to pierce the
corporate veil, as it ―depends on the specific facts and circumstances of the case.‖ Dog
House Investments, LLC v. Teal Props, Inc., 448 S.W.3d 905, 918 (Tenn. Ct. App. 2014).
Although the trial court included in its final order that, ―a few of the Allen factors may have
been met,‖ it is unclear which factual findings are attributed to that conclusion. It is also
unclear which factors the trial court deemed met. Indeed, rather than the above statement, the
trial court‘s written order and oral ruling contain no other mention of the trial court‘s
application of the Allen factors.
We recognize that while ―[t]here is no bright-line test by which to assess the
sufficiency of the trial court‘s factual findings, the general rule is that ‗the findings of fact
must include as much of the subsidiary facts as is necessary to disclose to the reviewing court
the steps by which the trial court reached its ultimate conclusion on each factual issue.‘‖
Lovlace v. Copley, 418 S.W.3d 1, 35 (Tenn. 2013). Respectfully, the trial court‘s order fails
to meet this standard. We are unable to discern, for example, which of the Allen factors the
trial court concluded favored piercing the corporate veil, and which the trial court concluded
7
Our Opinion should not be read as an indication that Rogers abrogated either Continental Bankers
or Barbour; instead, those cases may be considered with regard to the constellation of facts that makes up a
piercing the corporate veil analysis.
9
did not. In addition, the trial court‘s order fails to disclose what facts led the trial court to
these conclusions.
While the trial court did make some factual findings that could be relevant to some of
the Allen factors, it is still unclear what conclusions of law were to be drawn from the
findings. For example, the trial court found that ―Capital of [$136,000.00] was paid into the
corporation.‖ The trial court did not, however, render a legal conclusion as to whether this
constituted undercapitalization pursuant to the Allen factors. This is but one example of the
inadequacy of the trial court‘s final order with respect to its findings and conclusions.
Accordingly, it is impossible to decipher upon which factors the trial court based its decision.
Generally, the appropriate remedy when a trial court fails to make appropriate findings
of fact and conclusions of law pursuant to Tennessee Rule of Civil Procedure 52.01 is to
vacate the trial court‘s judgment and remand the cause to the trial court for written findings
and conclusions of law. Lake v. Haynes, No. W2010-00294-COA-R3-CV, 2011 WL
2361563, at *1 (Tenn. Ct. App. June 9, 2011). However, this Court has indicated that we may
―soldier on‖ with our review, despite the trial court‘s failure to comply with Rule 52.01, in
certain limited circumstances:
On occasion, when a trial judge fails to make findings of fact
and conclusions of law, the appellate court ―may ‗soldier on‘
when the case involves only a clear legal issue, or when the
court‘s decision is ‗readily ascertainable.‘‖ Hanson v. J.C.
Hobbs Co., Inc., No. W2011-02523-COA-R3-CV, 2012 WL
5873582, at *10 (Tenn. Ct. App. Nov. 21, 2012) (quoting
Simpson v. Fowler, No. W2011–02112–COA–R3–CV, 2012
WL 3675321, at *4 (Tenn. Ct. App. Aug. 28, 2012)).
Pandey v. Shrivastava, No. W2012-00059-COA-R3-CV, 2013 WL 657799 (Tenn. Ct. App.
Feb. 22, 2013). Here, the issue of piercing the corporate veil is a fact-intensive inquiry that is
not easily resolved, including the interpretation of many corporate and personal documents.
Thus, the disputes in this case do not involve only clear legal issues.
The trial court‘s decision in this case is also not ―readily ascertainable.‖ Id. (quoting
Hanson, 2012 WL 5873582, at *10). First, nothing in the trial court‘s written order or oral
rulings indicates the reasoning underlying its decision to not pierce the corporate veil or
which test on which it ultimately relied. The trial court‘s order includes no balancing of the
factors as required by Allen, and indeed, does not even include conclusions of law relative to
the factors in Allen. Furthermore, it is unclear what facts the trial court actually relied upon
in making its determination. Respectfully, the trial court‘s failure to render specific findings
concerning the factors, and even more importantly, the trial court‘s failure to render legal
10
conclusions as to any of the factors, warrant a vacatur of the final judgment. Under these
circumstances, the appropriate remedy is to vacate the judgment and remand to the trial court
for the entry of an order compliant with Rule 52.01.
Although we vacate the trial court‘s order for its noncompliance with Rule 52.01, we
must address an ancillary concern raised by F&M in its appellate brief concerning counsel-
prepared findings of fact and conclusions of law. As stated above, the trial court‘s oral ruling
did not include any findings of fact, and each party was permitted to submit their own
proposed findings. Although the trial court eventually considered both parties‘ submissions
and reiterated a set of findings, the findings included in the trial court‘s final order are nearly
identical to those submitted by Christenberry Trucking and Mr. Christenberry.8 To this end,
we note that ―a court‘s decision[] must be, and must appear to be, the result of the exercise of
the trial court‘s own judgment.‖ Smith v. UHS of Lakeside, Inc., 439 S.W.3d 303, 312
(Tenn. 2014) (citing Summers v. Thompson, 764 S.W.2d 182, 190 (Tenn. 1988) (Drowota,
J., concurring) (quoting Perkins v. Scales, 2 Tenn. Cas. (Shannon) 235, 237 (1877))). Here,
the trial court refused to make findings of fact on the record even after counsel requested
such findings. Accordingly, the parties were required to draft proposed orders with no
indication from the trial court as to how it found the disputed facts or which facts were
relevant to the trial court‘s ultimate decision. The manner in which the trial court entered its
final judgment in this case comes perilously close to violating Smith. On remand, in addition
to entering an order compliant with Rule 52.01, we also advise the trial court to be mindful of
the Tennessee Supreme Court‘s recent decision opining on a trial court‘s obligation to ensure
that its orders afford this Court appropriate insight into the trial court‘s reasoning, as well as
result from the trial court‘s independent judgment. See Smith, 439 S.W.3d at 314 (―[W]e
continue to adhere to the view that findings of fact, conclusions of law, opinions, and orders
prepared by trial judges themselves are preferable to those prepared by counsel.‖).
Conclusion
The judgment of the Chancery Court of Knox County is vacated, and this cause is
remanded to the trial court for further proceedings in accordance with this Opinion. Costs of
this appeal are taxed one-half to Appellant F&M Marketing Services, Inc. and its surety, and
one-half to Appellees Christenberry Trucking and Farm, Inc. and Clayton V. Christenberry,
Jr., for all of which execution may issue, if necessary.
_________________________________
8
The trial court‘s final order includes two additional findings of fact, both containing general non-
disputed information about F&M‘s claim against Christenberry Trucking and Mr. Christenberry.
11
J. STEVEN STAFFORD, JUDGE
12