David Hayes v. Extreme Excavation, LLC

The majority opinion adopts Extreme Excavation’s position on appeal that the email exchanges between the parties’ attorneys contained all the material terms of the settlement, making the correspondence an enforceable contract. I must respectfully disagree. I believe that the parties here made an agreement to agree. Agreements to agree are unenforceable in Tennessee because their terms lack the definiteness required for performance. Four Eights, LLC v. Salem, 194 S.W.3d 484, 486-87 (Tenn. Ct. App. 2005). Contracts must have terms of sufficient definiteness to allow courts to give them exact meanings. United Am. Bank of Memphis v. Walker, 1986 WL 11250, at *1 (Tenn. Ct. App. Oct. 10, 1986).