A review of the parties conduct clearly evidences that there was no intent to

A review of the parties conduct clearly evidences

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parties' conduct clearly evidences that there was no intent to enter into a contractual relationshipwith one another. This is perhaps most clearly evidenced by the fact that subsequent to signing theK MLS 195183 v2 0-0 12118/2006
Proposal Patel openly continued in discussions and negotiations with several other contractors for aperiod of almost two (2) years. Exhibit 1at ¶¶ 9-10, 21. Moreover, SL, LLC for a time even movedforward and began construction on an eight-story hotel design, a design never bid upon byPlaintiff. Exhibit 1at 24. Defendants never believed they had any sort of exclusive, contractualrelationship with Plaintiff. Rather, they simply believed they made a good faith showing toPlaintiff that its Proposal was considered. Id at Il 17.The parties' lack of intention to enter into a contract is further evidenced by the fact thatsubsequent to the signing of the Proposal, next to no action was taken by either party to advancemutual progress in the Project. Id at 21-22. Plaintiff did nothing more than any of the othercontractors bidding on the Project had done and, compared to some, did less. Id at 21. In fact, apart from a few cursory phone calls from Plaintiff in the few months subsequent to the signingof the Proposal in April of 2003, during which Plaintiff merely asked that it be kept in mind,Defendants did not have any contact with Plaintiff whatsoever until Fwo (2) years later in May of2005, when they were contacted by Plaintiffs attorney. Id at Il 22. Clearly, had the partiesintended to effectuate a contract for the construction of a large commercial structure, they wouldhave been in near constant communication during this two (2) year period and saidcommunication surely would have consisted of more than a few phone calls.Based upon the plain language of the Proposal as well as the parties conduct and thesurrounding circumstances as a whole, there is no genuine issue of material fact with respect tothe fact that there simply was no meeting of the minds in mutual assent to confract. Accordingly,Plaintiffs claims for breach of contract fail as a matter of law and must be dismissed.2.The Proposal Does Not Contain All Material Terms.Although the fact that the parties clearly did not have a meeting of the minds is fatal toPlaintiffs claims, Plaintiffs claims are also deficient as the Proposal fails to meet yet anotherrequisite element of contract validity: definition of material terms. The Tennessee Supreme CourtK MLS 195183 v2 0-0 12118/2006
has expressly held in order to be enforceable, the "contract must be clear, complete, and definiteto all its essential terms and must show beyond doubt that the minds of the parties actually metand that they themselves made the ageement, the court will not make a confract for the parties."Parsons v. Hall, 199 S.W.2d 99, 100 (Tenn. 1947). Ultimately, in order to be enforceable acontract "must be of sufficient explicitness so that a court can perceive the respective obligationsof the parties." Higgins v. Oil, Chem., and Atomic Workers Int 'l Union, Local #3-667, 811S.W,2d 875, 879 (Tenn. 1991) (citations omitted); See also Vali v. James, 180

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