Estate of Baker v. King, 207 S.W.3d at 264.Grand Valley Lakes Property Owners Ass'n, Inc. v. Burrow, 376 S.W.3d 66, 83-84 (Tenn. Ct. App. 2011). It is undisputed that the Open Meetings Act contains no express statute of limitations.

Delay is a key inquiry, but "delay, by itself, is not sufficient to invoke the doctrine of laches." Grand Valley Lakes Property Owners Ass'n, Inc. v. Burrow, 376 S.W.3d 66, 83 (Tenn. Ct. App. 2011). Instead, "[t]he determinative test 'is not the length of time that has elapsed, but whether, because of such lapse of time, the party relying on laches as a defense has been prejudiced by the delay.'"

This court must "ascertain the intention of the parties as expressed by the language of the document itself," and "[t]he words of a contract must be given their usual and ordinary meaning." Grand Valley Lakes Prop. Owners Ass'n, Inc. v. Burrow, 376 S.W.3d 66, 78 (Tenn. Ct. App. 2011). If the language of the contract is not ambiguous, "the parties' intent is determined from the four corners of the contract."

Hicks, 978 S.W.2d at 547 (citing Aldridge v. Morgan, 912 S.W.2d 151, 153 (Tenn. Ct. App. 1995); Rainey v. Stansell, 836 S.W.2d 117, 119 (Tenn. Ct. App. 1992)).Grand Valley Lakes Prop. Owners Ass'n, Inc. v. Burrow, 376 S.W.3d 66, 78 (Tenn. Ct. App. 2011). Because restrictive covenants "are in derogation of the right to free use and enjoyment of property[,]" Tennessee Courts will resolve "[a]ny doubt concerning the applicability of a restrictive covenant . . . against the restriction."

Depositors Ins. Co. v. Estate of Ryan, 637 F. App'x 864, 871 (6th Cir. 2016) (quoting Gleason v. Gleason, 164 S.W.3d 588, 592 (Tenn. Ct. App. 2004)); Grand Valley Lakes Prop. Owners Ass'n, Inc. v. Burrow, 376 S.W.3d 66, 83-84 (Tenn. Ct. App. 2011).

Rather, the "determinative test" is whether the party has been prejudiced by the delay. Grand Valley Lakes Prop. Owners Ass'n v. Burrow, 376 S.W.3d 66, 83-84. (Tenn. Ct. App. 2011) (citation omitted); Ferguson Harbour, Inc. v. Flash Mkt., Inc., 124 S.W.3d 541, 551 (Tenn. Ct. App. 2003) (citation omitted). "Prejudice includes the loss of evidence, expenditure of money, change of value, or a change of a party's right."

Generally, for laches to bar a claim where the statute of limitations has not run, the plaintiff must be guilty of “gross laches.” Grand Valley Lakes Prop. Owners Ass'n v. Burrow, 376 S.W.3d 66, 84 (Tenn.Ct.App.2011). In responding to Maverick's Motion for Summary Judgment, Worx points out Maverick's delay.

Defendants argue that the slander of title claim is futile because it is time barred. More particularly, they assert that the Master Declaration applies to the Property because it was approved and filed with the register of deeds approximately fourteen years ago and plaintiffs did not challenge its application within the six-year statute of limitations period established by Grand Valley Lakes Property Owners Association, Inc. v. Burrow, 376 S.W.3d 66 (Tenn. Ct. App. 2011). Plaintiffs state that the slander of title claim was brought in response to defendants' wrongful and malicious publication of an improper lien that was recorded against the Property on August 26, 2011, not to challenge the validity of the Master Declaration.

The delay must prejudice the party seeking to employ laches as a defense. Grand Valley Lakes Prop. Owners Ass'n, Inc. v. Burrow, 376 S.W.3d 66, 83 (Tenn. Ct. App. 2011). Last, in Tennessee, "[t]he party seeking to invoke the equitable estoppel must have acted to his detriment in reliance upon the statements or conduct of the party against whom it is to be enforced."

Laches is another affirmative defense in equity, alongside selective enforcement, that prevents the enforcement of claim by a party, if the party seeking enforcement has waited so long that the opposing party has been prejudiced. Id. (citing Grand Valley Lakes Prop. Owners Ass'n, Inc. v. Burrow, 376 S.W.3d 66, 83-84 (Tenn. Ct. App. 2011)).