K MLS 195183 v2 0-0 12/18/2006IN THE CHANCERY COURT FOR KNOX COUNTY, TENNESSEE ..THOMAS BUILDERS, INC.,Plaintiff,v.SHAILESH PATEL and SACHCHIDANANDLODGING, LLC,Defendants.)))))No. 166196-1)))))DEFENDANTS SHAILESH PATEL AND SACHCHIDANAND LODGING, LLC'SMEMORANDUMINSUPPORTOFTHEIRMOTIONFORSUMMARYJUDGMENTCOMES NOW Defendants, Shailesh Patel ("Patel") and Sachchidanand Lodging, LLC("SL, LLC") (hereinafter sometimes collectively referred to as the "Defendants") pursuant toTenn. R. Civ. P. 56.02, by and through counsel, and respectfully moves the Court for summaryjudgment against Plaintiff, Thomas Builders, Inc. (hereinafter referred to as "Plaintiff') on theground that there are no genuine issues of material fact and Defendants are entitled to judgmentas a matter of law. 1n support of its motion for summary judgment, Defendants state as follows:I.INTRODUCTIONThrough its instant lawsuit, Plaintiff, Thomas Builders, Inc. asks this Court to take adocument evidencing nothing more than preliminary negotiations between the parties and fromsaid document impose significant contractual obligations upon Defendants. 1n so doing, Plaintiffsits squarely in opposition to a fundamental principle of Tennessee law; that is, that the Courtwill not, and cannot, create a contract where none exists. As discussed in detail below, theundisputed facts of record unequivocally establish that there simply was no valid, legally
K MLS 195183 v2 0-0 12/18/2006binding contract between the parties. To the contrary, it is readily apparent that the proposaldocument at
issue was at best for Plaintiff nothing more than an unenforceable "agreement to agree" with nobinding legal effect whatsoever. In addition, Plaintiffs claim that it provided "valueengineering" services to Defendants and should therefore be compensated under theories orunjust enrichment and quantum meruit is entirely without merit and is expressly refuted by therecord of evidence. Accordingly, Plaintiffs claims against Defendants fail as a matter of lawand should be dismissed in their entirety.II.FACTSIn 2001, Defendant Patel and the company he was representing, SL, LLC, began work todevelop a Hampton Inn & Suites at the comer of Main Street and Henley Street in downtownKnoxville, 1N (the "Project"). It was a certainty for most of the Project that the hotel itselfwould be constructed on 618 Main Street, which is located directly on the comer, but there wassome question as to whether SL, LLC would ever be able to purchase and/or incorporate the lotat 608 Main Street into the Project. In early 2003, having already talked with several othercontractors about potentially serving as general contractor on the Project, Patel sent out arequest for proposal to Plaintiff, an entity he knew to be in the business of constructinghotels. Likeseveral other contractors, Plaintiff submitted a proposal, received comments on its proposalfrom 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 Projectsite and may have met with the Project architects.