"Although rescission is not favored in Tennessee, the law provides that rescission is available when there is a mutual mistake." Klosterman Dev. Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 631 (Tenn. Ct. App. 2002). In Pugh's Lawn Landscape Co., Inc. v. Jaycon Dev. Corp., the Tennessee Supreme Court held:
Therefore, Defendant's Motion to Dismiss the rescission claim is GRANTED.Klosterman Dev. Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 631 (Tenn. Ct. App. 2002). Vance v. Schulder, 547 S.W.2d 927, 931 (Tenn. 1977)
The Complaint only alleges that Plaintiff exercised his right of rescission as a statutory remedy under TILA and only after he discovered Defendants' purported violation of TILA, i.e. the failure to disclose the assignment of his deed of trust. Klosterman Dev. Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 631 (Tenn. Ct. App. 2002). Vance v. Schulder, 547 S.W.2d 927, 931 (Tenn. 1977)
Williams v. Botts, 3 S.W.3d 508, 509 (Tenn.Ct.App. 1999) (citing McMillin v. Great S. Corp., 63 Tenn. App. 732, 480 S.W.2d 152 (1972)). In order for relief to be granted on the grounds of mistake, the mistake must have been mutual or fraudulent, it must have been material to the transaction, it must not be due to the complainant's negligence, and the complainant must show injury. Klosterman Dev. Corp. v. OutlawAircraft Sales, Inc., 102 S.W.3d 621, 632 (Tenn.Ct.App. 2002) (citing Robinson v. Brooks, 577 S.W.2d 207, 209 (Tenn.Ct.App. 1978)). A "mistake" is an act that would not have been done, or an omission that would not have occurred, but for ignorance, forgetfulness, inadvertence, mental incompetence, surprise, misplaced confidence, or imposition.
Under Tennessee law, contract price must be "sufficiently definite to be enforced." Klosterman Development Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 635 (Tenn. Ct. App. 2002). An agreement to agree to something in the future is not generally enforceable.
It is undisputed that the consent order embodies the only arbitration agreement between the parties. In accord with the general principle that rescission is not favored in Tennessee, Klosterman Dev. Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 631 (Tenn.Ct.App. 2002), we have held that a consent order cannot be set aside unless entered through fraud or mistake. Gardiner v. Word, 731 S.W.2d 889, 893 (Tenn. 1987); Third Nat. Bank, 370 S.W.2d at 487.
This standard applies to our review of a trial court's rescission of a contract. See Klosterman Development Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 632 (Tenn. Ct. App. 2002); Morris v. Norwood, No. E1999-01328-COA-R3-CV, 2000 WL 472871, at *4 (Tenn. Ct. App. April 24, 2000). "The equitable remedy of rescission is...a matter resting in the sound discretion of the trial court and the court should exercise the discretion sparingly."
Absent such express intent, oral commitments engender no enforceable rights. See Klosterman Dev. Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 635 (Tenn. Ct. App. 2002) (oral undertaking, to be enforceable, "must result from a meeting of the minds in mutual assent . . . and must be sufficiently definite to be enforced."). The district court properly rejected plaintiff's contentions, not found in his complaint, that company officials made oral commitments or guarantees regarding the testing, thereby extending enforceable rights.
Although rescission is generally disfavored, it may be available where the parties were mutually mistaken. Klosterman Dev. Corp, v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 631 (Tenn. Ct. App. 2002).
(“Under general principles of contract law, a contract ‘must result from a meeting of the minds of the parties in mutual assent to the terms.'” (quoting Higgins v. Oil, Chemical & Atomic Workers, 811 S.W.2d 875, 879 (Tenn. 1991))); Thompson v. Hensley, 136 S.W.3d 925, 929 (Tenn. Ct. App. 2003) (“[A]n enforceable contract must result from a meeting of the minds in mutual assent to terms . . . .” (quoting Klosterman Dev. Corp. v. Outlaw Aircraft Sales, Inc., 102 S.W.3d 621, 635 (Tenn. Ct. App. 2002))). Additionally, Tennessee courts favor the “determination that an agreement is sufficiently definite.”