Green Hills Mall TRG LLC v. BakerSouth, LLC

Filing 46

MEMORANDUM signed by District Judge Waverly D. Crenshaw, Jr on 5/5/2016. (DOCKET TEXT SUMMARY ONLY-ATTORNEYS MUST OPEN THE PDF AND READ THE ORDER.)(hb)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
GREEN HILLS MALL TRG LLC,
PLAINTIFF,
v.
BAKERSOUTH, LLC,
DEFENDANT.

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NO. 3:14-cv-01675
JUDGE CRENSHAW

MEMORANDUM OPINION
Plaintiff Green Hills Mall TRG LLC (“GHM”) filed this action under the Declaratory
Judgment Act, 28 U.S.C. § 2201, asking the Court to declare that BakerSouth, LLC
(“BakerSouth”), does not own in fee simple certain property or own an easement on GHM’s
property. Before the Court are the parties’ cross-motions for summary judgment. (Docs. No. 23,
31.) For the following reasons, GHM’s motion for summary judgment (Doc. No. 23) is granted.
BakerSouth’s motion for summary judgment (Doc. No. 31) is denied.
I.

UNDISPUTED FACTS
The property in dispute involve lots nine, ten, eleven, and twelve on the Plan of Hillsboro

Views Development Company’s Subdivision as of record in Book 974, pages sixty-four and sixtyfive of the Register’s Office of Davidson County, Tennessee. (Doc. No. 1 at 5.) In the 1950s, Green
Hills Village, Inc., acquired all four lots. 1 (Doc. No. 26-10 at 4-5.) On March 31, 1966, Green Hills
Village, Inc., conveyed lots nine, the easterly fifty feet of lot ten (“lot ten east”), and a free parking
easement to the westerly fifty feet of lot ten (“lot ten west”), all of lot eleven, and the westerly fifty
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At some point, Green Hills Village, Inc., dissolved, and GHM took control of any interest that Green Hills Mall,
Inc., had in the four lots. (Doc. No. 26-10 at 20; Doc. No. 31 at 2.)

feet of lot twelve (“lot twelve west”) (the “free parking easement”) to Harlan Dodson, “his
successors and assigns,” as trustee. (Doc. No. 26-2 at 2, 6.) This conveyance came “with full power
to sell, transfer and convey without the joinder of any beneficiary or disclosure of the terms of any
trust . . . .” (Id. at 2.)
On May 27, 1966, Dodson conveyed lot nine east to the Metropolitan Government of
Nashville and Davidson County (“Metro”) to build a public street or road. (Doc. No. 26-3 at 2.)
He conveyed lots nine west and ten east to Metro for the purposes of constructing, maintaining,
and operating a branch of a public library (the “library property”). (Id.). He also granted Metro the
free parking easement for those using the library. (Id. at 3.) The conveyance explicitly stated that
if Metro stopped operating a public library in this location, the property would revert to Dodson,
“his successors and assigns,” and the easement would terminate. (Id.). On February 22, 1986,
Dodson died. (Doc. No. 33 at 2.)
After Dodson died, Metro stopped using the library property for a public library branch.
(Doc. No. 26-10 at 14.) Dodson’s Last Will and Testament made no mention of the disputed
property. (Id. at 12, Doc. No. 31-2.) On April 3, 2009, Dodson’s wife, Virginia S. Dodson, also
died. (Id. at 12.) The Dodsons were survived by three children: Kember Harlan Dodson III,
Virginia Marie Dodson Maxwell, and John Christopher Dodson (“the Dodson children”). (Id.).
On July 21, 2010, the Dodson children, their spouses, and the Chris Dodson Family Trust
conveyed in a Quitclaim Deed their right, title, and interest in lots nine, ten, eleven, and the easterly
fifty feet of lot twelve to Thomas V. White as trustee (the “Dodson Children Deed”). (Doc. No.
26-2 at 2, 9.) The deed states that this is the same property Harlan Dodson previously conveyed to
Metro, but reverted to Dodson as trustee. (Id.). It further states that Harlan Dodson is now deceased
and the Dodson children are the heirs of Dodson. (Id.).

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On May 23, 2013, White conveyed to BakerSouth by a Special Warranty Deed the library
property. (Doc. No. 26-4 at 2, 5.) In the same deed, he also included the free parking easement.
(Id. At 5.)
Also on May 23, 2013, White conveyed to BakerSouth by a Quitclaim Deed the library
property. (Doc. No. 26-5 at 2, 4.) In the same deed, he also included the free parking easement.
(Id. At 4.)
On May 20, 2014, Metro conveyed to White by quitclaim deed the library property. (Doc.
No. 26-7 at 2, 4.) It also included the free parking easement. (Id.).
II.

PROCEDURAL HISTORY
On July 9, 2015, BakerSouth sent GHM a cease and desist letter, informing GHM that it

had acquired the library property and the free parking easement. (Doc. No. 26-11 at 2.) It insisted
that GHM stop using the area of BakerSouth’s parking easement for the mall’s valet parking. (Id.).
On November 15, 2015, BakerSouth sent a letter to the Taubman Company asking it to notify the
mall’s valet parking vendor of BakerSouth’s easement “so that the common use of the parking lot
by our tenant can be coordinated.” (Doc. No. 26-12 at 2.)
On August 14, 2014, GHM filed the complaint against BakerSouth in this matter asking
the Court to “determine the respective rights of the parties to Lots 9, 10, 11, and 12 . . . .” (Doc.
No. 1 at 10.) After Judge Nixon denied BakerSouth’s motion to dismiss for failure to include all
indispensable parties (Doc. No. 21), GHM filed the instant motion for summary judgment. (Doc.
No. 23.) On December 11, 2015, BakerSouth filed the instant cross-motion for summary judgment.
(Doc. No. 31.)

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III.

STANDARD OF REVIEW
In reviewing a motion for summary judgment, this Court will only consider the narrow

question of whether there are “genuine issues as to any material fact and [whether] the moving
party is entitled to judgment as a matter of law.” FED. R. CIV. P. 56(c). A motion for summary
judgment requires that the Court view the “inferences to be drawn from the underlying facts . . . in
light most favorable to the party opposing the motion.” Matsushita Elec. Ind. Co. v. Zenith Radio
Corp., 475 U.S. 574, 587 (1986) (quoting United States v. Diebold, Inc., 369 U.S. 654, 655 (1962)).
The opponent, however, has the burden of showing that a “rational trier of fact [could] find for the
non-moving party [or] that there is a ‘genuine issue for trial’” Matsushita, 475 U.S. at 587. “The
mere existence of a scintilla of evidence in support of plaintiff’s position, however,] will be
insufficient; there must be evidence on which the jury could reasonably find for the
plaintiff.” Anderson v. Liberty Lobby, 477 U.S. 242, 252 (1986). If the evidence offered by the
nonmoving party is “merely colorable,” or “not significantly probative,” or not enough to lead a
fair-minded jury to find for the nonmoving party, the motion for summary judgment should be
granted. Anderson, 477 U.S. at 479-52. “A genuine dispute between the parties on an issue of
material fact must exist to render summary judgment inappropriate.” Hill v. White, 190 F.3d 427,
430 (6th Cir. 1999) (citing Anderson, 477 U.S. at 247-49).
IV.

ANALYSIS
GHM’s asks the Court to find that BakerSouth owns “no interest in the parking easement

over the lots that GHM owns in fee simple.” (Doc. No. 23 at 2.) BakerSouth does not dispute that
GHM owns the fee simple title to lot eleven and lot twelve east. (Doc. No. 31 at 2.) It asks the
Court to find that it owns in fee simple lots nine west and ten east, and that it owns a parking
easement to lot eleven and lot twelve east. (Doc. No. 31 at 5.)

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A. THE PARKING EASEMENT
GHM argues that BakerSouth does not have a right to the free parking easement. It
contends that the 1966 Deed conveyed the parking lots in question to Harlan Dodson “as Trustee.”
(Doc. No. 24 at 11.) It claims that the easement automatically reverted to Trustee Dodson in the
event that Metro stopped using the property for the maintenance and operation of a public library
branch. (Id. at 12.) According to GHM, when Metro stopped using the property for a public library
branch, the easement reverted and re-vested in Trustee Dodson, “his successors and assigns.” (Id.).
GHM asserts that Dodson’s children were not trustees or assigns, and therefore they did not have
authority to transfer the parking easement to White. (Id. At 13.) It concludes that White did not
have authority to transfer the parking easement to BakerSouth. (Id.).
BakerSouth argues that when the parking easement reverted from Metro, it reverted to
Dodson’s heirs. (Doc. No. 32 at 9.) It claims that the common law rule in Watkins v. Sprecht, 47
Tenn. 585, 595 (1870), holds that the title to the property is vested in the heirs of the trustee unless
or until a successor trustee is appointed. (Id.). Under this theory, BakerSouth asserts that the
Dodson children validly conveyed the parking easement to White. (Id. at 10.) White then validly
conveyed the former the parking easement to BakerSouth. (Id.).
The preliminary issue in this case is whether, under Tennessee law, when a trustee dies,
the heirs of the trustee hold the place as trustee unless and until a successor to the trustee is
appointed. If the heirs do, the next question is whether the heirs have the right to convey the
property held in trust. As the material facts in this case are undisputed and the issues presented are
legal in nature, summary judgment is appropriate in this case.
Both parties agree that when a trustee dies, the trusteeship remains vacant until a successor
is appointed. TENN. CODE ANN. § 35-15-704 (2007). A vacancy can be filled by: (1) a person

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designated in the terms of the trust to act as successor trustee; (2) by a person appointed by
unanimous agreement of the qualified beneficiaries; or (3) a person appointed by the court. Id. at
(c). When a trustee is removed, the trustee still has the duties and powers necessary to protect the
trust property. TENN. CODE ANN. § 35-15-707(a) (2007). The removed trustee must, “within a
reasonable time, deliver the trust property within the trustee’s possession to the cotrustee,
successor trustee, or other person entitled to it.” Id. at (b). When a trustee dies, the trustee’s
personal representative is not required to windup or complete the former trustee’s
administration. Comments to TENN. CODE ANN. § 35-15-707 (2013).
Both parties agree that Dodson did not appoint a successor trustee, and a trustee was never
appointed after the death of Dodson. Instead, the question is whether, when a trustee of real
property dies, the title to that property is vested in the heirs of the trustee unless or until a successor
trustee is appointed.
Bare naked title passes to the heirs of the trustee when the trustee dies. Williamson v.
Wickersham, 43 Tenn. 52, 55 (1866). 2 When the trustee dies, the title cannot remain in the trustee
or remain in abeyance. Id. Because the deed giving the easement to Dodson as trustee said it was
forever, the purpose of the trust has not been satisfied, so the easement could not have reverted to
the original grantor, or passed to the beneficiary. Id. Therefore, it must have passed to the heirs of
the Dodson, “subject to be divested on the appointment of his successor.” Id.
In this case, a new trustee must be appointed by the court. The trust did not specify a
successor trustee, and neither party argues that the qualified beneficiaries unanimously agreed to
a successor trustee. 3 As such, the heirs were required, “within a reasonable time, [to] deliver the

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Williamson is more on point to this case than Watkins because it does not rely on the construction of the particular
deed in question.
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It is unclear who the beneficiaries are in this case.
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trust property within the trustee’s possession to the . . . person entitled to it.” Tenn. Code Ann. §
35-15-707(b). Since the state court must determine the person entitled to the easement, the heirs
were required to deliver the free parking easement to the court. They did not do so, but instead
they sold the free parking easement to White, as trustee. As they did not have the power under
state law to sell the easement to White as trustee, that sale was not valid. Therefore, White also
was not entitled to sell the easement to BakerSouth, and BakerSouth does not own the free parking
easement.
B. THE LIBRARY PROPERTY
In its cross-motion for summary judgment, BakerSouth asks the Court to declare that it
owns the library property. (Doc. No. 32 at 11.) GHM does not respond to this argument, nor does
it appear to claim any interest in this property. (See Doc. No. 1, 32 (not claiming to own lots nine
west or ten east)). As a result, there does not appear to be a case or controversy regarding the
ownership of this property between these two parties. 4 (See Doc. No. 21 at 4 (“[T]he Court can
provide complete relief among the existing parties without the joinder of the other potential owners
of the BakerSouth lots . . . .”). Absent a case or controversy, the Court lacks jurisdiction to decide
who has the rights to the library property. Valley Forge Christian College v. Ams. United for
Separation of Church and State, 454 U.S. 464, 471 (1982). Therefore, the Court must dismiss this
claim without prejudice so that BakerSouth may file an action against a party that disputes its claim
to these lots.

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In Judge Nixon’s order denying BakerSouth’s motion to dismiss (Doc. No. 21), he limited the scope of the case to
the property disputes between these two parties. (Id. at 4-5 (“The prospect of future litigation between a named party
and an absent party is insufficient to make the absent party necessary where, as here, the prospect of future litigation
is purely speculative.”).
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V.

CONCLUSION
For the foregoing reasons, GHM’s motion for summary judgment (Doc. No. 23) is

GRANTED. BakerSouth’s motion for summary judgment (Doc. No. 31) is DENIED.
BakerSouth’s claim to own lots nine west and ten east are DISMISSED WITHOUT
PREJUDICE. The parties did not brief their requests for attorney’s fees, so GHM’s request for
attorney’s fees is DENIED WITHOUT PREJUDICE to it filing an appropriate motion.
The Court will file an accompanying order.
IT IS SO ORDERED.

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WAVERLY D. CRENSHAW, JR.
UNITED STATES DISTRICT JUDGE

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