How To Prove A Tennessee Novation Defense

 

 

In Tennessee, a defense of Novation is defined as:

A novation is an agreement between two contracting parties to allow for the substitution of a new contract for an existing one.

It simply means:

When an old contract is replaced with a new one.

There are 4 elements of the defense:

• Element 1. A previous valid obligation existed. A previous valid obligation existed means that there was an original agreement or contract that was legally binding and recognized before any changes or new agreements were made, which is important for understanding the context of a novation defense in legal terms.
  

  Facts that might support this element look like:

  * A valid contract existed between the parties, outlining specific obligations and responsibilities that were mutually agreed upon.
  * The parties performed under the original contract for several months, demonstrating their commitment to the terms and conditions set forth.
  * Payments were made consistently and on time, indicating that both parties acknowledged and fulfilled their obligations under the original agreement.
  * The original contract included a clear termination clause, which was not invoked by either party prior to the alleged novation.
  * Both parties communicated their intent to continue the relationship under the original terms before any changes were proposed.

• Element 2. The parties agreed, with evidence of intent, to the novation. The parties involved clearly showed their intention to replace an old agreement with a new one, demonstrating that they all agreed to the change and understood its implications.
  

  Facts that might support this element look like:

  * The parties exchanged written correspondence explicitly stating their mutual agreement to replace the original contract with a new one.
  * Both parties signed the new contract, indicating their intent to terminate the previous agreement and create a new obligation.
  * During a meeting, the parties verbally confirmed their understanding that the new contract would supersede all prior agreements.
  * The original contract included a clause allowing for modification, which both parties utilized to create the new agreement.
  * Evidence shows that both parties performed under the new contract, demonstrating their acceptance and intent to be bound by its terms.

• Element 3. The old contract was extinguished. In a novation, the old contract is considered canceled or replaced, meaning that the original agreement is no longer valid, and a new contract takes its place, transferring rights and obligations to a new party.
  

  Facts that might support this element look like:

  * The parties mutually agreed to terminate the old contract in writing, indicating their intent to extinguish it.
  * A new contract was executed by both parties, which included terms that replaced the obligations of the old contract.
  * The performance under the old contract ceased when the new contract was signed, demonstrating the parties’ intent to abandon the previous agreement.
  * Both parties acknowledged the new contract as the sole governing agreement, effectively nullifying the old contract.
  * The old contract was explicitly referenced as void in the new contract, confirming its extinguishment.

• Element 4. A valid new contract replaced the old one. A valid new contract must be created that takes the place of the old one, ensuring that all parties agree to the new terms and that the old contract is effectively canceled, which is essential for a successful novation defense.
  

  Facts that might support this element look like:

  * The parties involved in the original contract mutually agreed to terminate the existing agreement in writing.
  * A new contract was drafted and signed by all parties, clearly outlining different terms and conditions.
  * The new contract explicitly stated that it was intended to replace the previous agreement, demonstrating the parties’ intent.
  * All parties performed under the new contract, indicating acceptance and acknowledgment of its terms.
  * The original contract was formally rescinded, and no obligations from it remained in effect after the new contract was executed.

^{(See Williams v. Hirsch, No. M2016-00503-coa-r3-cv, 2018 Wl 2383612 (Tenn. Court of Appeals 2018).)}
If you’re in court without a lawyer and plan to assert a Defense of Novation, having a Personal Practice of Law at Courtroom5 is essential. You’ll need to make informed decisions about what to file at each phase of your case and prepare legal documents supported by thorough legal research and a strong analysis of the facts. Equip yourself with the tools and knowledge to effectively navigate your legal journey.

Prove Your TN Novation Defense

U.S. Civil Cases Only