Patel Memo of Law.docx - IN THE CHANCERY COURT FOR KNOX COUNTY TENNESSEE THOMAS BUILDERS INC Plaintiff v SHAILESH PATEL and SACHCHIDANAND LODGING LLC

Patel Memo of Law.docx - IN THE CHANCERY COURT FOR KNOX...

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K MLS 195183 v2 0-0 12/18/2006 IN THE CHANCERY COURT FOR KNOX COUNTY, TENNESSEE .. THOMAS BUILDERS, INC., Plaintiff, v. SHAILESH PATEL and SACHCHIDANAND LODGING, LLC, Defendants. ) ) ) ) ) No. 166196-1 ) ) ) ) ) DEFENDANTS SHAILESH PATEL AND SACHCHIDANAND LODGING, LLC'S MEMORANDUM IN SUPPORT OF THEIR MOTION FOR SUMMARY JUDGMENT COMES NOW Defendants, Shailesh Patel ("Patel") and Sachchidanand Lodging, LLC ("SL, LLC") (hereinafter sometimes collectively referred to as the "Defendants") pursuant to Tenn. R. Civ. P. 56.02, by and through counsel, and respectfully moves the Court for summary judgment against Plaintiff, Thomas Builders, Inc. (hereinafter referred to as "Plaintiff') on the ground that there are no genuine issues of material fact and Defendants are entitled to judgment as a matter of law. 1n support of its motion for summary judgment, Defendants state as follows: I. INTRODUCTION Through its instant lawsuit, Plaintiff, Thomas Builders, Inc. asks this Court to take a document evidencing nothing more than preliminary negotiations between the parties and from said document impose significant contractual obligations upon Defendants. 1n so doing, Plaintiff sits squarely in opposition to a fundamental principle of Tennessee law; that is, that the Court will not, and cannot, create a contract where none exists. As discussed in detail below, the undisputed facts of record unequivocally establish that there simply was no valid, legally
K MLS 195183 v2 0-0 12/18/2006 binding contract between the parties. To the contrary, it is readily apparent that the proposal document at
issue was at best for Plaintiff nothing more than an unenforceable "agreement to agree" with no binding legal effect whatsoever. In addition, Plaintiffs claim that it provided "value engineering" services to Defendants and should therefore be compensated under theories or unjust enrichment and quantum meruit is entirely without merit and is expressly refuted by the record of evidence. Accordingly, Plaintiffs claims against Defendants fail as a matter of law and should be dismissed in their entirety. II. FACTS In 2001, Defendant Patel and the company he was representing, SL, LLC, began work to develop a Hampton Inn & Suites at the comer of Main Street and Henley Street in downtown Knoxville, 1N (the "Project"). It was a certainty for most of the Project that the hotel itself would be constructed on 618 Main Street, which is located directly on the comer, but there was some question as to whether SL, LLC would ever be able to purchase and/or incorporate the lot at 608 Main Street into the Project. In early 2003, having already talked with several other contractors about potentially serving as general contractor on the Project, Patel sent out a request for proposal to Plaintiff, an entity he knew to be in the business of constructing hotels. Like several other contractors, Plaintiff submitted a proposal, received comments on its proposal from the Project architect, and submitted an altered proposal on or about April 21, 2003 (the "Proposal"). In addition, like several other contractors, Plaintiff may have visited the Project site and may have met with the Project architects.

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