author: JANICE M. HOLDER, J.,

text:
    FREEMAN INDUSTRIES, LLC v. EASTMAN CHEMICAL COMPANY, et al.
    Supreme Court of Tennessee, at Knoxville.
    May 3, 2005 Session.
    Aug. 25, 2005.

      Barry C. Barnett, Dallas, Texas; Daniel R. Karon, Cleveland, Ohio; Isaac L. Diel and Rex A. Sharp, Prairie Village, Kansas; John S. Bingham, Kingsport, Tennessee; and Todd R. Seelman, Denver, Colorado, for the appellant, Freeman Industries, LLC.
    Herbert S. Washer, New York, New York, and Morris Hadden, Kingsport, Tennessee, for the appellee, Daicel Chemical Industries, Ltd.
    Michelle K. Fisher and Thomas Demi-track, Cleveland, Ohio, and William T. Gamble, Kingsport, Tennessee, for the ap-pellee, Eastman Chemical Company.
    Jennifer B. Patterson and Michael D. Blechman, New York, New York, and Morris Hadden, Kingsport, Tennessee, for the appellees, Hoechst Aktiengesellschaft and Nutrinova Nutrition Specialities & Food Ingredients, GmbH.
    Eugene G. Illovsky, Walnut Creek, California, and Morris Hadden, Kingsport, Tennessee, for the appellee, Nippon Goh-sei Industries, Ltd.
   OPINION

JANICE M. HOLDER, J.,

delivered the opinion of the court,

in which FRANK F. DROWOTA, III, C.J., and E. RILEY ANDERSON, ADOLPHO A. BIRCH, JR., and WILLIAM M. BARKER, JJ„ joined.

We granted permission to appeal to determine: 1) whether an indirect purchaser may bring an action under the Tennessee Trade Practices Act against defendants involved in an price-fixing scheme; 2) whether the conduct complained of falls within the scope of the act; and 3) whether the trial court erred in declining to grant summary judgment to the defendants as to the plaintiffs unjust enrichment claim. We conclude that although an indirect purchaser may bring an action under the Tennessee Trade Practices Act, the conduct complained of in this case did not substantially affect Tennessee commerce and thus falls outside the scope of the act. We further conclude that to sustain an unjust enrichment claim, the plaintiff is not required to: 1) establish that the defendants received a direct benefit or 2) exhaust all remedies against the party with whom the plaintiff is in privity if the pursuit of the remedies would be futile. Because the plaintiff failed to provide a factual basis to support its bare allegation that any attempt to exhaust its remedies would have been futile, the trial court erred in failing to grant the defendants’ motion for summary judgment on the unjust enrichment claim. Accordingly, the judgment of the Court of Appeals is affirmed in part and reversed in part, and the case is remanded to the trial court for further proceedings in accordance with this opinion.

Defendant Eastman Chemical Co. (“Eastman”) is a Delaware corporation with its principal place of business in Kingsport, Tennessee. Defendants Hoechst Aktiengesellschaft (“Hoechst”) and Nutrinova Nutrition Specialities & Food Ingredients, GmbH (“Nutrinova”) are German corporations with principal places of business in Frankfurt, Germany. Defendants Daciel Chemical Industries, Ltd. (“Daciel”) and Nippon Gohsei Industries, Ltd. (“Nippon”) are Japanese corporations with principal places of business in Tokyo and Osaka, Japan, respectively. Eastman, Hoechst, Nutrinova, Daciel, and Nippon (collectively “defendants”) are producers of sorbates. Sorbates are food preservatives used in small quantities in high-moisture and high-sugar products to slow the growth of mold.

Between 1998 and 2001, each defendant pleaded guilty to fixing the prices of sor-bates in violation of the Sherman Antitrust Act. See 15 U.S.C. § 1 (1997). The defendants also have settled federal lawsuits brought by a nationwide class of direct purchasers of sorbates as well as lawsuits brought by indirect purchasers in fourteen states, including Tennessee, and the District of Columbia.

Plaintiff Freeman Industries, LLC (“Freeman”) is a New York corporation with its principal place of business in Tuck-ahoe, New York. Freeman is an end-user of food products containing sorbates and purchases these products at supermarkets in New York. Freeman, as an indirect purchaser of sorbates, filed a lawsuit against the defendants claiming a violation of the Tennessee Trade Practices Act (“TTPA”), Tenn.Code Ann. § 47-25-101 et seq. (2001), and unjust enrichment.

The trial court granted the defendants’ motion to dismiss Freeman’s TTPA claim. The trial court concluded that the TTPA does not apply to indirect purchasers or to transactions occurring outside of Tennessee. The trial court denied the defendants’ motion for summary judgment as to Freeman’s unjust enrichment claim.

On interlocutory review, the Court of Appeals concluded that although indirect purchasers may recover under the TTPA, the act does not apply to indirect purchasers who are not “Tennessee consumers.” The Court of Appeals further concluded that Freeman could not recover under the TTPA because it failed to establish that it “had a transaction in Tennessee that was substantially affected by the defendants’ illegal conduct.” With respect to Freeman’s unjust enrichment claim, the Court of Appeals held that a plaintiff is not required to confer a direct benefit upon a defendant to proceed with a claim for unjust enrichment. The Court of Appeals therefore modified the portion of the trial court’s judgment that held that the TTPA is not applicable to indirect purchasers and affirmed the trial court’s judgment in all other respects. We granted review.

ANALYSIS

A. Tennessee Trade Practices Act

We must first decide whether the trial court erred in granting the defendants’ motion to dismiss Freeman’s TTPA claims pursuant to Tennessee Rule of Civil Procedure 12.02(6). A motion to dismiss a complaint for failure to state a claim pursuant to Rule 12.02(6) “admits the truth of all of the relevant and material allegations contained in the complaint, but it asserts that the allegations fail to establish a cause of action.” Leach v. Taylor, 124 S.W.3d 87, 90 (Tenn.2004). When reviewing a dismissal of a complaint under Rule 12.02(6), we must take the factual allegations of the complaint as true and review the trial court’s legal conclusions de novo without any presumption of correctness. Id.

1. Indirect Purchasers

Tennessee Code Annotated section 47-25-106 (2001) provides for a civil remedy against those who violate the TTPA. Section 47-25-106 states that:

[a]ny person who is injured or damaged by any such arrangement, contract, agreement, trust, or combination described in this part may sue for and recover, in any court of competent jurisdiction, from any person operating such trust or combination, the full consideration or sum paid by the person for any goods, wares, merchandise, or articles, the sale of which is controlled by such combination or trust.

By providing a civil remedy to “[a]ny person who is injured or damaged” as the result of violations of the TTPA, the plain language of section 47-25-106 provides a cause of action to indirect purchasers. See City of Cookeville ex rel. Reg’l Med. Ctr. v. Humphrey, 126 S.W.3d 897, 902 (Tenn.2004) (providing that where the language of a statute is clear and unambiguous, we must apply the statute in accordance with its plain language). Contrary to the Court of Appeals’ holding, the plain language of section 47-25-106 does not prohibit recovery to indirect purchasers who are nonresidents of Tennessee. Moreover, sections 47-25-101 and -102 (2001) prohibit price fixing agreements that tend to affect the price to the “producer or consumer” of such products. These statutes reflect a clear intent to protect and afford a remedy to ultimate consumers.

This Court has identified two purposes of the TTPA. See Baird v. Smith, 128 Tenn. 410, 161 S.W. 492, 493 (1913). The first purpose is to preserve full and free competition in the sale of merchandise that “had become a part of the mass of property in the State.” Id. The second purpose is to preserve full and free competition in the manufacture and sale of “articles of domestic growth and domestic raw material” and to prevent combinations tending to affect the price or cost of these articles to the producer or consumer. Id. We believe that permitting indirect purchasers to recover under the TTPA promotes these purposes.

The defendants contend that the language of Tennessee Code Annotated section 47-25-106 permitting recovery of “the full consideration or sum paid by the person” for the products, “the sale of which is controlled by such combination or trust,” limits recovery to direct purchasers. According to the defendants, the only sale “controlled by” an antitrust violator is the transaction between the violator and the direct purchaser. We believe that their argument is flawed. First, “control” means “[p]ower or authority to manage, direct, superintend, restrict, regulate, govern, administer, or oversee” as well as “[t]he ability to exercise a restraining or directing influence over something.” Black’s Law Dictionary 329 (6th ed.1990). A sale “controlled by” an antitrust violation includes not only a sale made by the violator to the direct purchaser but also a transaction between the direct purchaser and the consumer in which the price of the product purchased by the consumer is influenced by the antitrust violator’s conduct.

Second, we believe that this language pertains not to persons who may recover but to the recovery itself. A plain reading of section 47-25-106 permits a person to recover the consideration or sum that was “controlled by” or influenced by the antitrust violator. In other words, an indirect purchaser may recover from the antitrust violator the amount of the overcharge that the direct purchaser passed on to the indirect purchaser.

Third, we conclude that the United States Supreme Court’s holding in Illinois Brick Co. v. Illinois, 431 U.S. 720, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977), does not require a different result. In that case, the Supreme Court held that “the overcharged direct purchaser, and not others in the chain of manufacture or distribution, is the party ‘injured in his business or property’ within the meaning of [section 4 of the Clayton Act].” Illinois Brick Co., 431 U.S. at 729, 97 S.Ct. 2061. Thus, indirect purchasers do not have a cause of action under federal antitrust law because they do not suffer a legally cognizable injury. See id. The Court in Illinois Brick Co. was concerned that permitting offensive use of the “pass-on” theory by indirect purchasers would create: 1) a risk of recovery of the entire overcharge by both the direct and indirect purchasers, resulting in multiple liability for the defendant; 2) difficulty in apportioning the responsibility for the overcharge among those in the chain of distribution; and 3) lack of incentive for direct purchasers to bring suit. Id. at 737-38, 97 S.Ct. 2061. The Court further reasoned that permitting indirect purchasers to bring suit would result in highly complex litigation due to the necessity of determining the amount of the overcharge passed on to the indirect purchasers. Id. at 732, 97 S.Ct. 2061.

The Supreme Court’s holding in Illinois Bñck Co., however, applies only to federal antitrust law. Clearly, states may provide a remedy to indirect purchasers under their own antitrust laws. California v. ARC Am. Corp., 490 U.S. 98, 103, 109 S.Ct. 1661, 104 L.Ed.2d 86 (1989).

In response to Illinois Brick Co., many states amended their antitrust statutes to either provide indirect purchasers with a private right of action or permit the state’s attorney general to bring an action as parens patriae on behalf of indirect purchasers. The defendants identify various failed attempts by the Tennessee legislature to amend the TTPA to expressly permit indirect purchaser claims in support of its contention that the TTPA does not currently provide for such suits. While legislative inaction is generally irrelevant to the interpretation of existing statutes, the legislature’s failure to “express disapproval of a judicial construction of a statute is persuasive evidence of legislative adoption of the judicial construction.” Hamby v. McDaniel, 559 S.W.2d 774, 776 (Tenn.1977); see Forman, Inc. v. Nat’l Council on Comp. Ins., Inc., 13 S.W.3d 365, 373 (Tenn.Ct.App.1999).

The present case, however, involves the Tennessee legislature’s failure to amend a state statute in response to a federal court’s interpretation of a federal statute. Furthermore, the United States Supreme Court has emphasized that its holding in Illinois Brick Co. applies only to federal antitrust law. ARC America Corp., 490 U.S. at 103, 109 S.Ct. 1661. This case is this Court’s first opportunity to address the issue of whether indirect purchasers have a cause of action under the TTPA. Under these circumstances, it is

impossible to assert with any degree of assurance that [legislative] failure to act represents (1) approval of the status quo, as opposed to (2) inability to agree upon how to alter the status quo, (3) unawareness of the status quo, (4) indifference to the status quo, or even (5) political cowardice.

Johnson v. Transp. Agency Santa Clara County, Cal., 480 U.S. 616, 672, 107 S.Ct. 1442, 94 L.Ed.2d 615 (1987) (Scalia, J., dissenting). Therefore, we, like other jurisdictions, decline to presume that our state legislature considered Illinois Brick Co. as affecting the TTPA and thus requiring an amendment to the current statute.

Furthermore, unlike many states that have applied Illinois Brick Co. in disallowing indirect purchasers from bringing a private action under their antitrust laws, Tennessee does not have a statutory “harmony clause” mandating courts to interpret the TTPA consistently with federal law. Cf. Stifflear v. Bristol-Myers Squibb Co., 931 P.2d 471, 476 (Colo.Ct.App.1996); Vacco v. Microsoft Corp., 260 Conn. 59, 793 A.2d 1048, 1056 (2002); Davidson v. Microsoft Corp., 143 Md.App. 43, 792 A.2d 336, 341 (2002); Major v. Microsoft Corp., 60 P.3d 511, 513 (Okla.Ct.App.2002); Siena v. Microsoft Corp., 796 A.2d 461, 464 (R.I.2002); Abbott Labs., Inc. v. Segura, 907 S.W.2d 503, 505 (Tex.1995). Thus, we join other jurisdictions in declining to interpret Illinois Brick Co. as precluding indirect purchasers from bringing suit under the TTPA. See Bunker’s Glass Co. v. Pilkington PLC, 206 Ariz. 9, 75 P.3d 99, 107 (2003); Comes v. Microsoft Corp., 646 N.W.2d 440, 445 (Iowa 2002); Hyde v. Abbott Labs., Inc., 123 N.C.App. 572, 473 S.E.2d 680, 686-87 (1996); Arthur v. Microsoft Corp., 267 Neb. 586, 676 N.W.2d 29, 38 (2004).

In addition, the concerns identified by the United States Supreme Court in Illinois Brick Co. do not justify prohibiting indirect purchaser suits under the TTPA. The Supreme Court expressed concerns regarding the possibility of multiple liability. Illinois Brick Co., 431 U.S. at 730, 97 S.Ct. 2061. The risk that an antitrust violator may be subject to both a direct purchaser suit and an indirect purchaser suit under the TTPA does exist. Our trial courts, however, are competent to handle such a problem. See Bunker’s Glass Co., 75 P.3d at 108; Comes, 646 N.W.2d at 449-50. In fact, many Illinois Brick Co. re-pealer statutes leave the solution of the risk of multiple liability to the trial courts. Bunker’s Glass Co., 75 P.3d at 108 (citing statutes from Illinois, New Mexico, and South Dakota).

The Supreme Court also expressed concern regarding the decreased incentive for direct purchasers to bring suit. Illinois Brick Co., 431 U.S. at 745, 97 S.Ct. 2061. The Court, however, recognized that direct purchasers likely will not bring suit due to fear of retaliation by their suppliers. Id. at 746, 97 S.Ct. 2061. Rather, the direct purchasers frequently pass on the overcharge to the indirect consumers who are the injured parties. Id. at 764, 97 S.Ct. 2061 (Brennan, J. dissenting); Comes, 646 N.W.2d at 450. The Supreme Court conceded that by allowing only direct purchaser actions, the person “actually injured,” the indirect purchaser who ultimately paid the overcharge, is not afforded redress. Illinois Brick Co., 431 U.S. at 746, 97 S.Ct. 2061. Thus, the indirect purchasers, the real victims of the antitrust violations, have the true incentive to bring suit. By construing Tennessee Code Annotated section 47-25-106 (2001) as permitting indirect purchaser suits, we are affording a remedy to the ultimate victims of the antitrust conduct. Accepting the defendants’ position would leave such victims of illegal activity with no redress, a result that hardly comports with notions of fair play.

Finally, the Supreme Court expressed concern regarding the risk of highly complex litigation due to the difficulty in apportioning damages. Id. at 745-47, 97 S.Ct. 2061. Antitrust, however, is a complex area of law and generally involves highly complex litigation. See Comes, 646 N.W.2d at 451. We do not believe that the ends of justice should be defeated simply because the risk of complicated litigation exists. See id.

Accordingly, we conclude that an indirect purchaser may bring an action under Tennessee Code Annotated section 47-25-106 for conduct in violation of the TTPA even though the indirect purchaser is a non-resident of this state.

2. Scope of the TTPA

We must next determine whether the conduct complained of falls within the scope of the TTPA. Tennessee Code Annotated section 47-25-101 (2001) provides that

[a]ll arrangements, contracts, agreements, trusts, or combinations between persons or corporations made with a view to lessen, or which tend to lessen, full and free competition in the importation or sale of articles imported into this state, or in the manufacture or sale of articles of domestic growth or of domestic raw material, and all arrangements, contracts, agreements, trusts, or combinations between persons or corporations designed, or which tend, to advance, reduce, or control the price or the cost to the producer or the consumer of any such product or article, are declared to be against public policy, unlawful, and void.

This Court last addressed the reach of the TTPA in Standard Oil Co. v. State, 117 Tenn. 618, 100 S.W. 705, 709 (1907), in which we held that this state’s antitrust statutes did not apply to interstate commerce “when properly construed” and that the statute’s purpose was to “correct and prohibit abuses of trade within the state.” At the time of this holding, a theory of dual sovereignty presuming mutually exclusive jurisdiction for state and federal regulation prevailed. See Abbott Labs. v. Durrett, 746 So.2d 316, 830-34 (Ala.1999) (discussing the theory of dual sovereignty).

In Standard Oil Co., this Court reasoned that the state legislature knew it did not have the power to enact laws that regulated interstate commerce and thus did not intend to enact unconstitutional law. 100 S.W. at 710. We farther reasoned that the state legislature intended to correct and punish the wrongs to trade that were being perpetrated against commerce within the state, which the Sherman Antitrust Act could not reach and for which no efficient remedy was available. Id. Thus, we concluded that “[t]he Legislature clearly intended to prohibit trusts, combinations, and agreements affecting all commerce not covered by the federal statute, and upon which it had a right to legislate. It did not intend to stop short of its power or to exceed it.” Id. at 711.

The language of Tennessee’s antitrust statutes have not changed significantly since Standard Oil Co. Compare Standard Oil Co., 100 S.W. at 707, with Tenn.Code Ann. § 47-25-101 (2001). In Standard Oil Co., however, this Court did not rely upon the plain language of this state’s antitrust statutes in determining its scope. Rather, our holding was based upon two principles of statutory construction. First, courts have a duty to construe statutes in such a manner as to avoid conflict with the United States Constitution if the construction can be accomplished without disregarding the legislature’s intent. Standard Oil Co., 100 S.W. at 710. Second, although a statute includes terms that are overly broad, courts have a duty to limit a statute’s application to circumstances within the legislature’s intent. Id. at 711. We based our holding upon the state legislature’s constitutionally permitted scope of authority in the areas of antitrust law and interstate commerce that prevailed at that time as well as upon our duty to construe a statute so as to avoid any unconstitutionality.

The dual sovereignty theory presuming mutually exclusive jurisdiction for state antitrust laws and federal antitrust laws has since been rejected. The United States Supreme Court now considers state antitrust regulations to supplement and complement the federal antitrust laws and the enforcement of these state laws to be consistent with the federal antitrust laws. See ARC Am. Corp., 490 U.S. at 101-02, 109 S.Ct. 1661. Furthermore, a state generally is not prohibited from giving effect to its antitrust laws merely because the regulation affects interstate commerce. See Standard Oil Co. v. Tenn., 217 U.S. 413, 30 S.Ct. 543, 54 L.Ed. 817 (1910). Specifically, a state antitrust regulation that has only incidental effects on interstate commerce and is regulated evenhandedly to effectuate a legitimate local interest does not run afoul of the Commerce Clause unless the burden imposed on interstate commerce is clearly excessive when compared to the punitive local benefits. See Pike v. Bruce Church, Inc., 397 U.S. 137, 142, 90 S.Ct. 844, 25 L.Ed.2d 174 (1970).

In construing statutes, we must ascertain and give effect to the legislature’s intent and purpose. See Lipscomb v. Doe, 32 S.W.3d 840, 844 (Tenn.2000). Furthermore, we must construe a statute so as to avoid a constitutional conflict if any reasonable construction exists that satisfies the Constitution’s requirements. Davis-Kidd Booksellers, Inc. v. McWherter, 866 S.W.2d 520, 529 (Tenn.1993). Thus, in construing the reach of the TTPA, we must develop a standard that is consistent with the legislature’s intent and purpose without offending constitutional provisions.

The TTPA prohibits agreements adversely affecting competition in the “sale of articles imported into this state” or influencing the “price or the cost to the producer or the consumer of any such product or article.” Tenn.Code Ann. § 47-25-101 (2001). According to its plain language, the TTPA prohibits arrangements that decrease competition or affect the prices of goods even if those goods arrived in Tennessee through interstate commerce. The act does not contain any language indicating that the legislature intended that the scope of the act be limited to intrastate commerce. Had the legislature intended such a limitation, the legislature simply could have included the limitation in the act.

In developing a standard for determining the application of the TTPA to a particular set of circumstances, we must determine whether the focus should be upon the anticompetitive conduct of the defendant or the effects of the anticompetitive conduct. In examining whether the circumstances of a particular case fall within the TTPA, the Court of Appeals has employed a conduct-based test focusing upon the character of the defendant’s anticom-petitive conduct giving rise to the dispute. See Lynch Display Corp. v. Nat’l Souvenir Ctr., Inc., 640 S.W.2d 837, 840 (Tenn.Ct.App.1982) (holding that a lease between a Tennessee corporation and a Maryland corporation and an associated franchise agreement between a Tennessee corporation and a District of Columbia corporation were “predominantly interstate in character” and “only incidentally affect[ed] intrastate commerce”). Any test focusing upon the anticompetitive conduct giving rise to the dispute, however, would be difficult to apply when the plaintiff is an indirect purchaser who did not transact directly with the defendant.

Furthermore, the purpose of the TTPA is to protect the state’s trade or commerce affected by the anticompetitive conduct. See State ex rel. Astor v. Schlitz Brewing Co., 104 Tenn. 715, 59 S.W. 1033, 1039 (1900) (“The thing condemned and punished by the Act is injury to trade. The thing intended to be protected is trade.... ”). Thus, we reject any standard that requires examination of the anticom-petitive conduct in determining whether a particular case falls within the scope of the TTPA. Rather, the effect of the anticom-petitive conduct on Tennessee trade or commerce is determinative of whether the TTPA is applicable under the circumstances.

We must now determine the standard to employ in examining whether the effects of the anticompetitive conduct on Tennessee trade or commerce fall within the scope of the TTPA. One possible standard is a “predominant effects” standard. The term “predominant” is defined as “[something greater or superior in power and influence to others with which it is connected or compared.” Black’s Law Dictionary 1177 (6th ed.1990). Thus, anticompetitive conduct cannot predominantly affect both intrastate commerce and interstate commerce. Under a “predominant effects” standard, courts would be required to weigh the effects of anticompetitive conduct on Tennessee commerce against its effects on interstate commerce and determine which effects are greater. If the effects on interstate commerce are greater than the effects on Tennessee commerce, the TTPA would not apply.

In construing the TTPA, other jurisdictions have utilized a “predominant” standard in applying a conduct-based test. See e.g., In re Terazosin Hydrochloride Antitrust Litig., 160 F.Supp.2d 1365, 1378 (S.D.Fla.2001); FTC v. Mylan Labs., Inc., 99 F.Supp.2d 1, 4 (D.C.Cir.1999). In our modern society, however, interstate and international transactions have become more common. Numerous technological advances, including the internet, enable consumers and businesses from opposite areas of the country to engage in transactions with ease. See generally, John Roth-child, Protecting the Digital Consumer: The Limits of Cyberspace Utopianism, 74 Ind. L.J. 893 (1999) (discussing the increase in business-to-consumer online commerce). Adoption of a predominant effects standard would render the TTPA obsolete except in those rare circumstances in which the effects on intrastate commerce are greater than the effects on interstate commerce. We do not believe that this standard is sufficient to advance the TTPA’s purpose of protecting Tennessee trade and commerce.

We conclude that the proper standard for determining whether a case falls within the scope of the TTPA is a “substantial effects” standard. Pursuant to this standard, courts must decide whether the alleged anticompetitive conduct affects Tennessee trade or commerce to a substantial degree. Federal courts have applied the substantial effects standard to the Sherman Antitrust Act. See Hartford Fire Ins. Co. v. California, 509 U.S. 764, 796, 113 S.Ct. 2891, 125 L.Ed.2d 612 (1993) (concluding that “the Sherman Act applies to foreign conduct that was meant to produce and did in fact produce some substantial effect in the United States”); McLain v. Real Estate Bd. of New Orleans, Inc., 444 U.S. 232, 242, 100 S.Ct. 502, 62 L.Ed.2d 441 (1980) (holding that “[t]o establish the jurisdictional element of a Sherman Act violation it would be sufficient for petitioners to demonstrate a substantial effect on interstate commerce” generated by activity that is primarily local in nature). Other states also apply a form of substantial effects standard in determining whether an action falls within their antitrust statute. See e.g., Amarel v. Connell, 202 Cal.App.3d 137, 248 Cal.Rptr. 276, 284 (1988) (holding that a cause of action under California’s antitrust law is not precluded so long as the anticompeti-tive conduct had a “direct, substantial and reasonably foreseeable effect within the state”); Olstad v. Microsoft Corp., 700 N.W.2d 139 (Wis.2005) (concluding that Wisconsin’s antitrust statute applies if the actionable conduct “ ‘substantially affects’ the people of Wisconsin and has impacts in [the] state, even if the illegal activity resulting in those impacts occurred predominantly or exclusively outside [the] state”). We believe that a “substantial effects” standard furthers the TTPA’s goal of protecting Tennessee commerce without offending constitutional provisions.

The determination of whether an effect is substantial does not involve “mathematical nicety.” Anesthesia Advantage, Inc. v. Metz Group, 912 F.2d 397, 401 (10th Cir.1990). Rather, the test is pragmatic, turning upon the particular facts of the case. See id. at 402; Huelsman v. Civic Ctr. Corp., 873 F.2d 1171, 1175 (8th Cir.1989). The anticompetitive conduct, however, need not threaten the demise of Tennessee businesses or affect market prices to substantially affect intrastate commerce. See Hospital Bldg. Co. v. Trs. of Rex Hosp., 425 U.S. 738, 745-47, 96 S.Ct. 1848, 48 L.Ed.2d 338 (1976) (referring to the Sherman Antitrust Act).

In the present case, Freeman alleges that Eastman engaged in conduct from its principal place of business in Kingsport, Tennessee, including: 1) communicating with its co-defendants through in-person meetings, telephone calls, letters, and email resulting in an agreement to fix the prices of sorbates; 2) implementing the agreement by drafting price schedules and letters to third parties, adjusting prices and production volumes of sorbates, and taking orders and implementing sales to customers at the new prices; and 3) attempting to conceal its conduct by limiting the number of its employees having knowledge of the agreement. These allegations primarily relate to the defendants’ actions in conspiring and implementing the conspiracy to fix the prices of sorbates.

The focus under the substantial effects standard, however, is not on the anticom-petitive conduct itself but on the effects of the conduct on Tennessee commerce. While Freeman alleged that Eastman took orders and implemented sales to customers at the new prices from Tennessee, we do not believe that this bare allegation without more is sufficient to establish that Tennessee commerce was substantially affected. Furthermore, Freeman fails to establish how the defendants’ anticompeti-tive conduct affected Tennessee commerce to a substantial degree even though the conduct resulted in Freeman paying higher prices to retailers for items containing sorbates. To the contrary, there is no indication that the items that Freeman purchased contained sorbates manufactured by Eastman, the lone defendant with ties to Tennessee. Therefore, we conclude that Freeman’s claim does not fall within the scope of the TTPA and that the trial court properly granted the defendants’ motion to dismiss Freeman’s claim.

B. Unjust Enrichment

We must next determine whether the trial court erred in denying the defendants’ motion for summary judgment regarding Freeman’s claim of unjust enrichment. Summary judgment is appropriate only when the moving party demonstrates that no genuine issues of material fact exist and’-that the moving party is entitled to judgment as a matter of law. See Tenn. R. Civ. P. 56.04; Penley v. Honda Motor Co., 31 S.W.3d 181, 183 (Tenn.2000). Its purpose “is to resolve controlling issues of law rather than to find facts or resolve disputed factual issues.” XI Props., Inc. v. RaceTrac Petroleum, Inc., 151 S.W.3d 443, 446 (Tenn.2004) (citation omitted). Thus, we must review a trial court’s decision to grant or deny summary judgment de novo with no presumption of correctness attached to the trial court’s conclusions. See Mooney v. Sneed, 30 S.W.3d 304, 306 (Tenn.2000). We must also view the evidence in the light most favorable to the non-moving party, drawing all reasonable inferences in the non-moving party’s favor. Staples v. CBL & Assocs., Inc., 15 S.W.3d 83, 89 (Tenn.2000).

We have previously recognized two types of implied contracts: contracts implied in fact and contracts implied in law. See Paschall’s, Inc. v. Dozier, 219 Tenn. 45, 407 S.W.2d 150, 153-54 (1966). Contracts implied in fact arise under circumstances establishing the parties’ mutual intention to contract. Id. at 154 (citation omitted). Contracts implied in law or quasi contracts are created by law without the parties’ assent and are based upon reason and justice. Id. (citation omitted); Angus v. City of Jackson, 968 S.W.2d 804, 808 (Tenn.Ct.App.1997). Courts may impose a contract implied in law where no contract exists under various quasi contractual theories, including unjust enrichment. Whitehaven Cmty. Baptist Church v. Holloway, 973 S.W.2d 592, 596 (Tenn.1998).

The elements of an unjust enrichment claim are: 1) “[a] benefit conferred upon the defendant by the plaintiff’; 2) “appreciation by the defendant of such benefit”; and 3) “acceptance of such benefit under such circumstances that it would be inequitable for him to retain the benefit without payment of the value thereof.” Paschall’s, Inc., 407 S.W.2d at 155. The most significant requirement of an unjust enrichment claim is that the benefit to the defendant be unjust. Id.; Whitehaven Cmty. Baptist Church, 973 S.W.2d at 596. The plaintiff must further demonstrate that he or she has exhausted all remedies against the person with whom the plaintiff enjoyed privity of contract. Paschall’s, Inc., 407 S.W.2d at 155; Whitehaven Cmty. Baptist Church, 973 S.W.2d at 596.

A plaintiff need not be in privity with a defendant to recover under a claim of unjust enrichment. See Paschall’s, Inc., 407 S.W.2d at 154. Thus, Freeman may bring a cause of action for unjust enrichment against the defendants even though Freeman did not purchase the items containing sorbates directly from the defendants. The defendants, however, contend that Freeman must establish that it conferred a direct benefit, rather than an indirect or incidental benefit, upon the defendants. A benefit is any form of advantage that has a measurable value including the advantage of being saved from an expense or loss. Lawrence Warehouse Co. v. Twohig, 224 F.2d 493, 498 (8th Cir.1955). The underlying principle of the doctrine of unjust enrichment is that a party who receives a benefit that he or she desires, under circumstances rendering retention of the benefit without providing compensation inequitable, must compensate the provider of the benefit. Paschall’s, Inc., 407 S.W.2d at 154. In accor dance with this underlying principle, we conclude that to recover for unjust enrichment, a plaintiff need not establish that the defendant received a direct benefit from the plaintiff. Rather, a plaintiff may recover for unjust enrichment against a defendant who receives any benefit from the plaintiff if the defendant’s retention of the benefit would be unjust. Our conclusion is consistent with other jurisdictions that have also concluded that the benefit received by a defendant need not be direct to establish an unjust enrichment claim. See, e.g., Hirsch v. Bank of Am., 107 Cal.App.4th 708, 132 Cal.Rptr.2d 220, 229 (2003) (holding that to confer a benefit, the plaintiff need not pay the money directly to the defendant); HPI Health Care Servs., Inc. v. Mt. Vernon Hosp., Inc., 131 Ill.2d 145, 137 Ill.Dec. 19, 545 N.E.2d 672, 679 (1989) (permitting recovery of a bene fit transferred to the defendant by a third party where the third party mistakenly gave the benefit to the defendant instead of the plaintiff, where the defendant procured the benefit from the third party through wrongful conduct, or where the plaintiffs claim to the benefit is superior to the defendant’s claim); State ex rel. Palmer v. Unisys Corp., 637 N.W.2d 142, 155 (Iowa 2001) (concluding that “benefits can be direct or indirect, and can involve benefits conferred by third parties”).

The defendants further contend that Freeman failed to establish that it exhausted its remedies against the supermarket from which it purchased the food products that contained sorbates. The defendants submitted various affidavits to demonstrate that Freeman had not sought to recover from the supermarket. We conclude that through these affidavits, the defendants have negated the exhaustion of remedies element of Freeman’s unjust enrichment claim. Thus, the burden shifts to Freeman to provide specific facts establishing the existence of disputed issues of material fact that must be resolved by the trier of fact. See Blair v. West Town Mall, 130 S.W.3d 761, 767 (Tenn.2004).

In response, Freeman submitted an affidavit from its counsel maintaining that he was unaware of any viable claims against the supermarket. Freeman essentially contends that pursuit of any causes of action against the supermarket would have been futile. Although our courts have not addressed the issue of futility with regard to the exhaustion of remedies element of an unjust enrichment claim, our courts have recognized this exception in other causes of action with an exhaustion of remedies requirement. See e.g., Wilson v. Miller, 194 Tenn. 390, 250 S.W.2d 575, 578 (1952) (action by a union member to recover union funds pursuant to a union agreement); Cantrell v. Walker Die Casting, Inc., 121 S.W.3d 391, 396 n. 3 (Tenn.Ct.App.2003) (ERISA action). Likewise, we conclude that to maintain an action for unjust enrichment, a plaintiff is not required to exhaust all remedies against the party with whom the plaintiff is in privity if the pursuit of the remedies would be futile. We do not believe, however, that a bare allegation that any attempt to exhaust its remedies against the supermarket would be futile without providing a factual basis to support the allegation is sufficient to establish a disputed issue of material fact as to. the exhaustion-of-remedies element of Freeman’s unjust enrichment claim against the defendants. Thus, the trial court erred in denying the defendants’ motion for summary judgment.

CONCLUSION

We conclude that although Freeman may bring a claim against the defendants under the TTPA as an indirect purchaser, the conduct of which Freeman complains does not fall within the scope of the act because Tennessee commerce was not substantially affected by the conduct. As to the unjust enrichment claim, we hold that Freeman was not required to establish that the defendants directly benefitted from the transaction between Freeman and the supermarket. We further hold, however, that the trial court erred in declining to grant the defendants’ motion for summary judgment as to the unjust enrichment claim due to Freeman’s failure to provide a factual basis to support its allegation that any attempt to exhaust its remedies against the supermarket would have been futile. Accordingly, we affirm the judgment of the Court of Appeals in part and reverse in part, and we remand the case to the trial court for further proceedings consistent with this opinion.

The costs of appeal are taxed to the appellant, Freeman Industries, and its sureties, for which execution may issue if necessary.

      . Tennessee Code Annotated section 47-25-101 (2001) provides that
      All arrangements, contracts, agreements, trusts, or combinations between persons or corporations made with a view to lessen, or which tend to lessen, full and free competition in the importation or sale of articles imported into this state, or in the manufacture or sale of articles of domestic growth or of domestic raw material, and all arrangements, contracts, agreements, trusts, or combinations between persons or corporations designed, or which tend, to advance, reduce, or control the price or the cost to the producer or the consumer of any such product or article, are declared to be against public policy, unlawful, and void. Tennessee Code Annotated 47-25-102 prohibits agreements "to sell and market ... products and articles, manufactured in this state, or imported into this state, to any producer or consumer at prices reduced below the cost of production or importation into this state.” The statute further prohibits "any other arrangements, contracts, or agreements, by and between its agents and sub-agents, which tend to lessen full and free competition in the sale of all such articles manufactured and imported into the state, and which amount to a subterfuge for the purpose of obtaining the same advantage and purposes.”

        . The defendants contend that permitting Freeman to recover the full consideration that it paid to the direct purchaser for the food products violates the constitutional principles of fairness and due process. Because we interpret Tennessee Code Annotated section 47-25-106 as permitting Freeman to recover only the amount of the overcharge that the direct purchaser passed on to Freeman, we need not reach this issue.

      . Section 4 of the Clayton Act, 15 U.S.C. § 15, provides: [A]ny person who shall be injured in his business or property by reason of anything forbidden in the antitrust laws may sue therefor in any district court of the United States in the district in which the defendant resides or is found or has an agent, without respect to the amount in controversy, and shall recover threefold the damages by him sustained, and the cost of suit, including a reasonable attorney’s fee.

      . See, e.g., Ala.Code § 6-5-60 (2004); Cal. Bus. & Prof.Code § 16750 (1987); Colo.Rev. Stat. § 6-4-111 (1992); D.C.Code Ann. § 28-4509 (1981); Haw.Rev.Stat. §§ 480-3 (1987),480-13 (2002), 480-14 (2003); 740 Ill. Comp. Stat. 10/7 (2003); Kan. Stat. Ann. § 50-161 (2000); Me.Rev.Stat. Ann. tit. 10, § 1104 (2004); Mich. Comp. Laws § 445.778 (1985); Minn.Stat. § 325D.57 (1984); Miss. Code Ann. § 75-21-9 (2005); Neb.Rev.Stat. § 59-821 (2002); Nev.Rev.Stat. § 598A.210 (1999); N.M. Stat. Ann. § 57-1-3 (1979); N.Y. Gen. Bus. Law § 340 (1999); N.D. Cent. Code § 51-08.1-08 (1991); Or.Rev.Stat. § 646.775 (2001); R.I. Gen. Laws § 6-36-12 (1979); S.D. Codified Laws § 37-1-33 (1991); Vt. Stat. Ann. tit. 9, § 2465 (1999); Wis. Stat. § 133.18 (1987).


source: Caselaw Access Project

author: E. RILEY ANDERSON, J.,

license: Public Domain

text:
    Larry E. PARRISH, et al. v. Robert S. MARQUIS, et al.
    Supreme Court of Tennessee, at Knoxville.
    May 3, 2005 Session.
    Aug. 29, 2005.

      John J. Mulrooney, Memphis, Tennessee, for the Appellants/Appellees, Larry E. Parrish and Larry E. Parrish, P.C.
    Deborah C. Stevens and Summer H. Stevens, Knoxville, Tennessee, for the Ap-pellee/Appellant, Ronald C. Koksal.
    Frank Q. Vettori, Knoxville, Tennessee, for the Appellee/Appellant, Robert S. Marquis.
   OPINION

E. RILEY ANDERSON, J.,

delivered the opinion of the court,

in which FRANK F. DROWOTA, III, C.J., and ADOLPHO A. BIRCH, JR., JANICE M. HOLDER, and WILLIAM M. BARKER, JJ., joined.

We granted this appeal to determine whether the dismissal of a legal malpractice complaint because it was untimely and for lack of standing constituted a “favorable termination,” which is a required element of a malicious prosecution cause of action. The Court of Appeals concluded that the plaintiffs’ malicious prosecution claim was based on a favorable termination of the legal malpractice action but granted summary judgment to one defendant after determining there was no genuine issue of material fact as to his involvement in the legal malpractice claim. After reviewing the record and applicable authority, we conclude that the plaintiffs’ cause of action for malicious prosecution was not based on a favorable termination because the underlying legal malpractice complaint was dismissed on procedural grounds that did not reflect on the merits. Since both defendants were entitled to summary judgment, the Court of Appeals’ judgment is affirmed in part and reversed in part for the reasons stated in this opinion.

This appeal involves a malicious prosecution complaint filed by the plaintiffs, Larry E. Parrish and Larry E. Parrish, P.C. (“Parrish”), against the defendants, Robert S. Marquis (“Marquis”) and Ronald C. Koksal (“Koksal”). Because this case has a lengthy history in the trial and appellate courts, we begin by summarizing the procedural background.

BACKGROUND

Legal Malpractice Claim

From March of 1989 to December of 1993, Larry E. Parrish, an attorney, represented the Cain Partnership, Ltd. (“the Partnership”). In 1993, Jennie B. Cain Corum Miller (“Miller”), a limited partner in the Partnership, consulted Robert S. Marquis, her personal attorney, regarding Parrish’s representation of the Partnership. Marquis advised Miller that she had grounds for a legal malpractice action against Parrish, and he referred her to another attorney, Ronald C. Koksal.

In July of 1993, Koksal filed a legal malpractice action on behalf of Miller in the Circuit Court for Knox County, Tennessee. The complaint alleged, among other grounds, that Parrish had failed to properly represent the interests of the Partnership and had engaged in a “course of cost-consuming and inefficient litigation.” The complaint sought $2.5 million in compensatory damages for Miller.

Three years later, in July of 1996, the Circuit Court for Knox County granted summary judgment in favor of Parrish after determining (a) that Miller’s legal malpractice complaint had been filed after the expiration of the statute of limitations and (b) that Miller lacked standing as a limited partner to bring the action based on Parrish’s representation of the Partnership. The trial court made no findings of fact or conclusions of law with regard to Miller’s allegations of legal malpractice or Parrish’s representation of the Partnership. Miller did not appeal.

Malicious Prosecution Claim

Thereafter, in July of 1997, Parrish filed a malicious prosecution complaint against Koksal and Marquis in the Circuit Court for Shelby County, Tennessee. The complaint alleged that Koksal and Marquis had filed the 1993 legal malpractice action without probable cause and for the improper purposes of embarrassing and intimidating Parrish. After finding no genuine issues of material fact, the Circuit Court for Shelby County granted summary judgments for Koksal and Marquis.

On July 31, 2000, the Court of Appeals concluded that the Circuit Court for Shelby County lacked venue to consider the case and remanded the case to the trial court for further proceedings. On November 27, 2000, the Circuit Court for Shelby County entered an order dismissing Parrish’s malicious prosecution complaint for improper venue.

Almost one year later, on November 8, 2001, Parrish re-filed his malicious prosecution complaint in the Circuit Court for Knox County, Tennessee. Koksal responded by filing a motion for summary judgment, arguing that Parrish’s malicious prosecution complaint had been filed after the statute of limitations expired and that there had been no favorable termination for Parrish in the underlying 1993 legal malpractice action. Marquis also filed a motion for summary judgment, arguing that the statute of limitations had expired, that there had been no favorable termination for Parrish in the legal malpractice action, and that there was no genuine issue of material fact indicating that Marquis actually filed the legal malpractice claim on behalf of Miller.

The Circuit Court for Knox County granted summary judgment to Koksal and Marquis. Although the trial court observed that the summary judgment in favor of Parrish in the 1998 legal malpractice action had been a “favorable termination” for Parrish, it nonetheless determined that the malicious prosecution action had not been filed within one year of the Court of Appeals’ decision of July 31, 2000, and thus, was barred by the statute of limitations. In addition, the trial court granted summary judgment to Marquis after finding that Koksal’s representation of Miller and filing of the legal malpractice action were “intervening” factors as to Marquis’ involvement. The Court of Appeals affirmed the summary judgments in favor of Koksal and Marquis based on the expiration of the statute of limitations and pre-termitted all other issues.

We granted review and reversed the Court of Appeals’ judgment. Parrish v. Marquis, 137 S.W.3d 621, 624 (Tenn.2004). We held that the one-year statute of limitations began to run when Parrish’s complaint was dismissed by the Circuit Court for Shelby County on November 27, 2000, and that Parrish’s complaint was timely re-filed in the Circuit Court for Knox County within one year of the dismissal. Id. We remanded the case to the Court of Appeals for consideration of the remaining issues. Id.

On remand from our decision, the Court of Appeals concluded that Parrish’s malicious prosecution complaint was properly based on a “favorable termination” for Parrish, i.e., the 1993 legal malpractice action. Accordingly, the court reversed the summary judgment in favor of Koksal. The court further held, however, that there was no genuine issue of material fact with regard to Marquis’ involvement in the legal malpractice action. Thus, the court affirmed the summary judgment in favor of Marquis.

We again granted review.

ANALYSIS

Standard of Review

Summary judgment is appropriate only where the moving party establishes that there is no genuine issue as to any material fact and that a judgment may be rendered as a matter of law. Penley v. Honda Motor Co., 31 S.W.3d 181, 183 (Tenn.2000); see also Tenn. R. Civ. P. 56.04. In reviewing a motion for summary judgment, the evidence and all reasonable inferences drawn from the evidence must be viewed in a light most favorable to the non-moving party. Webber v. State Farm Mut. Auto. Ins. Co., 49 S.W.3d 265, 269 (Tenn.2001). Our review of the trial court’s ruling is de novo. Id.

Malicious Prosecution

Koksal and Marquis argue that the trial court and the Court of Appeals erred in concluding that Parrish’s malicious prosecution cause of action was based on the “favorable termination” of the 1993 legal malpractice action. They maintain that the legal malpractice action was dismissed on procedural grounds, i.e., the expiration of the statute of limitations and plaintiff Miller’s lack of standing, which did not reflect on the merits. Parrish responds that there was a “favorable termination” because summary judgment was entered in his favor in the legal malpractice action.

We begin our analysis by reviewing the essential elements of a malicious prosecution cause of action. A plaintiff must show (a) that a prior lawsuit or judicial proceeding was brought against the plaintiff -without probable cause, (b) that the prior lawsuit or judicial proceeding was brought against the plaintiff with malice, and (c) that the prior lawsuit or judicial proceeding terminated in the plaintiffs favor. Christian v. Lapidus, 833 S.W.2d 71, 73 (Tenn.1992); see also Roberts v. Fed. Express Corp., 842 S.W.2d 246, 248 (Tenn.1992).

As noted, the third element of a malicious prosecution claim requires that the termination of the prior lawsuit or judicial proceeding be “final and favorable.” Christian, 833 S.W.2d at 73. As we explained in Christian, the “ ‘finality’ component ensures that the plaintiff in the original action has had an opportunity to establish probable cause for commencing suit before being called upon to defend a counterclaim for malicious prosecution.” Id. at 73-74. Similarly, the “ ‘favorable’ component is required because a judgment in favor of the original plaintiff is conclusive of probable cause, unless procured by fraud.” Id. at 74.

In Christian, the issue was whether a plaintiffs abandonment of a civil lawsuit was a final and favorable termination that commenced the statute of limitations for a later malicious prosecution action. Id. at 72. We held that the abandonment of a civil lawsuit “is sufficient to establish a final and favorable termination so long as such abandonment or withdrawal was not accompanied by a compromise or settlement, or accomplished in order to refile the action in another forum.” Id. at 74. In reaching this decision, we did not require the plaintiff in the malicious prosecution action to establish a “final judgment on the merits” or “an inference of innocence” in addition to the abandonment of the lawsuit. Id.

Our decision in Christian, however, was limited to the procedural context of that case — a plaintiffs abandonment of the underlying civil proceeding. We did not address the issues raised in this case, i.e., whether a summary judgment in a legal malpractice case based on the expiration of the statute of limitations and lack of standing is a favorable termination for a malicious prosecution action. Since these are matters of first impression in Tennessee, we review the decisions of other states and other authorities to assist in our analysis of the issues.

In discussing the favorable termination element of a malicious prosecution cause of action, a leading treatise states that “the termination must not only be favorable to the [defendant in the underlying proceeding], but must also reflect the merits and not merely a procedural victory.” W. Page Keeton et al., Prosser and Keeton on The Law of Torts, § 119 (5th ed. 1984) (“Prosser”); see also Foshee v. So. Fin. & Thrift Corp., 967 S.W.2d 817, 819-20 (Tenn.Ct.App.1997) (citing Prosser). The vast majority of state jurisdictions follow this rule in cases where, as in the present case, the underlying proceeding was a civil matter. See Yitauts M. Gulbis, Annotation, Nature of Termination of Civil Action Required to Satisfy Element of Favorable Termination to Support Action for Malicious Prosecution, 30 A.L.R.4th 572 (1984 & Supp.2005).

The rationale for requiring a plaintiff in a malicious prosecution action to establish that the favorable termination of the underlying proceeding was not simply based on mere technical or procedural grounds is

that it tends to indicate the innocence of the accused, and coupled with the other elements of lack of probable cause and malice, establishes the tort [of malicious prosecution].
It is not essential to maintenance of an action for malicious prosecution that the prior proceeding was favorably terminated following trial on the merits. However, termination must reflect on the merits of the underlying action.

Lackner v. LaCroix, 25 Cal.3d 747, 159 Cal.Rptr. 693, 602 P.2d 393, 394 (1979) (citations omitted); see also Frey v. Stoneman, 150 Ariz. 106, 722 P.2d 274, 278 (1986) (favorable termination “indicates in some fashion that the accused is innocent of wrongdoing”); Alcorn v. Gordon, 762 S.W.2d 809, 812 (Ky.Ct.App.1988) (favorable termination must reflect on the merits); Palmer Dev. Corp. v. Gordon, 723 A.2d 881, 884 (Me.1999) (favorable termination must reflect on the merits); Siliski v. Allstate Ins. Co., 174 Vt. 200, 811 A.2d 148, 151 (2002) (favorable termination must relate “to the merits of the underlying suit or the circumstances surrounding the dismissal”).

In determining whether a specific result was a favorable termination, a court must examine the circumstances of the underlying proceeding. Siliski, 811 A.2d at 151 (citing Restatement (Second) of Torts, § 674, emt. j (1977)). If a court concludes that “the termination does not relate to the merits — reflecting on neither innocence of nor responsibility for the alleged misconduct — the termination is not favorable in the sense that it would support a subsequent action for malicious prosecution.” Lackner, 159 Cal.Rptr. 693, 602 P.2d at 395. As the Supreme Court of Vermont has further explained:

[I]f the manner of termination, including dismissal, reflects negatively on the merits of the case, it will be considered favorable to the defendant.... More specifically, if the dismissal somehow indicates that the defendant is innocent of wrongdoing, it will be considered a favorable termination.... On the other hand, if the reason for dismissal is “not inconsistent” with a defendant’s wrongdoing, it will not be considered a favorable termination_ If the circumstances surrounding dismissal are ambiguous on this point, the determination should be left for trial.

Siliski, 811 A.2d at 151-52 (citations omitted); see also Union Oil of Calif. Amsco Div. v. Watson, 468 So.2d 349, 353-54 (Fla.Dist.Ct.App.1985) (courts “must look to whether the manner of termination reflects on the merits of the case”).

In applying the principles established in the foregoing cases, courts have universally concluded that a favorable termination is not present where the underlying proceeding was resolved based on the expiration of a statute of limitations. Miskew v. Hess, 21 Kan.App.2d 927, 910 P.2d 223, 233 (1996) (“[T]he accepted rule is that a statute of limitations termination is not a favorable termination for the purposes of a malicious prosecution action.”); see also Lackner, 159 Cal.Rptr. 693, 602 P.2d at 395; Wong v. Panis, 7 Haw.App. 414, 772 P.2d 695, 699 (1989), abrogated on other grounds by Hac v. Univ. of Hawaii, 102 Hawai’i 92, 73 P.3d 46 (2003); Miskew, 910 P.2d at 233; Palmer Dev. Corp., 723 A.2d at 884; Siliski, 811 A.2d at 154. As the Supreme Court of Maine has explained:

A successful statute of limitations defense does not reflect on the merits of an action. Statutes of limitations demonstrate a societal choice that actions must be brought within a certain time period because the information about the substance of the action grows stale with fading memories and because of the need to protect people from potential liability on remote claims.

Palmer Dev. Corp., 723 A.2d at 884; Lackner, 159 Cal.Rptr. 693, 602 P.2d at 395 (“[T]he purpose served by dismissal on limitations grounds is in no way dependent on nor reflective of the merits — or lack thereof — in the underlying action.”); see also Weber v. Moses, 938 S.W.2d 387, 393 (Tenn.1996) (statutes of limitations “ensure fairness, prevent undue delay, and preserve evidence from the dangers inherent in the passage of time”).

Courts have likewise concluded that a favorable termination is not present for a malicious prosecution claim where the underlying proceeding was resolved based on matters of standing and jurisdiction. Hudis v. Crawford, 125 Cal.App.4th 1586, 24 Cal.Rptr.3d 50 (2005); see also Stix & Co. v. First Bank and Trust Co., 564 S.W.2d 67 (Mo.Ct.App.1978); Hatch v. Davis, 102 P.3d 774 (Utah Ct.App.2004). In Hudis, the trial court dismissed a malicious prosecution action after finding that the underlying lawsuit had been dismissed for a lack of standing and was, therefore, not a favorable termination. 24 Cal.Rptr. at 54-55. In affirming the judgment, the California Court of Appeals determined that a lack of standing is a “jurisdictional defect,” and that a dismissal for lack of jurisdiction “does not involve the merits.” Id. The court further explained:

The merits of [the] allegations ... were never considered by the court and were unrelated to the basis for the dismissal of the action. Therefore, it cannot be said that the dismissal reflected on the innocence of [the defendants in the underlying lawsuit]. Consequently, the termination of the underlying action for ‘lack of standing’ did not, in this case, constitute a favorable termination on the merits.

Id. at 1592, 24 Cal.Rptr.3d 50 (emphasis added).

We are persuaded by our examination of the decisions of other states and other authority that the almost universal rule is that a dismissal of a complaint on procedural grounds that do not reflect on the merits is not a “favorable termination” for a malicious prosecution cause of action. In applying this rule enunciated in the foregoing cases under the appropriate standards of review, we conclude that Parrish failed to establish the favorable termination element of his malicious prosecution claim. Parrish based his malicious prosecution action on the legal malpractice complaint filed against him in 1993. The legal malpractice action ended in a summary judgment for Parrish because it had been filed after the statute of limitations expired and because the plaintiff, Miller, lacked standing. In granting the summary judgment to Parrish, the trial court did not examine the allegations of legal malpractice or make any findings regarding Parrish’s representation. In sum, there is nothing in the record to indicate that the outcome of the legal malpractice action was a reflection on the merits.

Our conclusion requires that we disagree with the Court of Appeals’ view that any outcome of the underlying lawsuit or judicial proceeding favorable to the original defendant will support the favorable termination element so long as that outcome “was not accompanied by a compromise or settlement, or accomplished in order to refile the action in another forum.” Such a broad interpretation of this essential element is not supported by our decision in Christian or by the persuasive, almost overwhelming authority from other courts and legal commentators.

Accordingly, we conclude that Parrish’s complaint for malicious prosecution failed to establish the essential element of favorable termination. As this conclusion mandates that summary judgments be awarded to Koksal and Marquis, we do not address any remaining issues.

CONCLUSION

After reviewing the record and applicable authority, we conclude that the dismissal of a legal malpractice claim for being untimely and for lack of standing was not a favorable termination because the procedural grounds did not reflect on the merits. As a result, an essential element of the malicious prosecution cause of action filed by Parrish was lacking. Because Koksal and Marquis are both entitled to summary judgment, we affirm the Court of Appeals’ judgment in part and reverse in part for the reasons set out in this opinion. Costs of the appeal are taxed to the appellants, Larry E. Parrish and Larry E. Parrish, P.C., and their sureties, for which execution shall issue if necessary.

      . Our decision was based on Tennessee Code Annotated section 28-l-105(a), which states in relevant part:
      If the action is commenced within the time limited by a rule or statute of limitation, but the judgment or decree is rendered against the plaintiff upon any ground not concluding the plaintiff's right of action, or where the judgment or decree is rendered in favor of the plaintiff, and is arrested, or reversed on appeal, the plaintiff ... may ... commence a new action within one (1) year after the reversal or arrest.

        Parrish, 137 S.W.3d at 624.


text:
    STATE of Tennessee v. Antonio FULLER and Marcellus Betty.
    Supreme Court of Tennessee, at Nashville.
    June 7, 2005 Session.
    Sept. 21, 2005.

      Paul G. Summers, Attorney General and Reporter; Michael E. Moore, Solicitor General; and Elizabeth T. Ryan, Assistant Attorney General, for the Appellant, State of Tennessee.
    Thomas Jay Norman, Nashville, Tennessee, for the Appellee, Antonio Fuller.
    Mike J. Urquhart, Nashville, Tennessee, for the Appellee, Marcellus Betty.
   OPINION

JANICE M. HOLDER, J.,

delivered the opinion of the court,

in which FRANK F. DROWOTA, III, C.J., and E. RILEY ANDERSON, ADOLPHO A. BIRCH, JR., and WILLIAM M. BARKER, JJ„ joined.

The defendants were convicted of numerous offenses arising from a home invasion. We granted review to determine whether the Court of Criminal Appeals erred in reversing each defendant’s conviction for the especially aggravated kidnapping of one of the victims based on State v. Anthony, 817 S.W.2d 299 (Tenn.1991). We conclude that the convictions do not violate due process under Anthony and its progeny. Accordingly, we reverse the judgment of the Court of Criminal Appeals in part and reinstate the especially aggravated kidnapping convictions.

BACKGROUND

During the early morning hours of December 22, 2000, the defendants, Antonio Fuller and Marcellus Betty, broke into the Goodlettsville townhouse of George Woods, III, and Quantrissa Sherrell Woods. Mr. Woods was sleeping, and Mrs. Woods was nursing their ten-day-old son. Fuller and Betty ran into the bedroom. Betty approached Mrs. Woods’ side of the bed, pointing a rifle at her and the baby. Fuller walked to the other side, aiming a shotgun at Mr. Woods. Betty demanded, ‘Where’s the dope? Where’s the money?” Mrs. Woods responded, “We don’t have any drugs or money. You know, we just work. All the money we have is up on the dresser, about seventy dollars.” Betty threatened to kill the couple if they did not give him drugs and money.

When Betty asked where “Little Jason” was, Mr. Woods realized that the men had broken into the wrong townhouse. Mr. Woods told them that Little Jason’s cousin lived in another townhouse in the complex and drove a car similar to his. Betty demanded that Mr. Woods show them the correct townhouse. Betty took the seventy dollars from the dresser and ordered Fuller to bind the couple with duct tape. Mrs. Woods’ mouth was covered, and her arms were taped behind her. Mr. Woods’ arms and legs were bound, and he was forced outside the townhouse. Mr. Woods estimated that forty minutes passed from the time the men entered the townhouse until Mr. Woods left with them.

Soon thereafter, Mrs. Woods’ five-year-old daughter ran into the bedroom. Because Betty had warned Mrs. Woods that he knew she had a child in the other room, Mrs. Woods told her daughter, “You have to go back to your room and lay down and not say anything, because, if they catch you in here, they’re going to kill us, thinking you’ve called the police.” Then, with her arms still bound behind her, Mrs. Woods called 911 from a phone on the nightstand. Mrs. Woods hung up before her call was answered, however, fearing that Betty or Fuller was still in the townhouse. When the 911 dispatcher called back, Mrs. Woods answered and quickly explained the situation. Mrs. Woods was able to communicate despite the duct tape still covering her mouth because she had licked her lips before the tape was applied, thus loosening it. After hanging up the phone, she got back into the bed in the same position as the men had left her.

After Mr. Woods showed Fuller and Betty where Little Jason’s cousin lived, the three men returned to the Woodses’ townhouse. Betty took Mr. Woods up to the bedroom and placed him in the bed with his wife, who remained bound. Betty again threatened the couple, stating, “I’ll kill you if you mess my sting up.” Betty repeated the threats as he went back and forth sticking the barrel of the rifle in each victim’s mouth. Betty ordered the couple to face the wall, and then he fled.

Mr. and Mrs. Woods worked together to remove the duct tape from each other. When free, the couple packed a bag and gathered their children. They were running toward the door when the police arrived. Upon seeing Fuller and Betty drive out of the parking lot of the complex, an officer attempted to pull them over. Both men were apprehended after a high-speed chase.

Following a jury trial, Fuller and Betty were each convicted of aggravated burglary, aggravated robbery, especially aggravated kidnapping of Mr. Woods, especially aggravated kidnapping of Mrs. Woods, evading arrest, and reckless endangerment. The trial court sentenced Fuller, a Range II offender, to ten years for aggravated burglary, eighteen years for aggravated robbery, thirty-five years for each especially aggravated kidnapping, seven years for evading arrest, and four years for reckless endangerment. The trial court sentenced Betty, a Range I offender, to six years for aggravated burglary, twelve years for aggravated robbery, twenty-five years for each especially aggravated kidnapping, four years for evading arrest, and two years for reckless endangerment. The trial court imposed partially consecutive sentences, resulting in effective sentences of fifty-six years for Fuller and forty-nine years for Betty.

The Court of Criminal Appeals reversed and dismissed each defendant’s conviction for especially aggravated kidnapping of Mrs. Woods, holding that dual convictions for especially aggravated kidnapping of Mrs. Woods and aggravated robbery violated the due process principles announced in State v. Anthony, 817 S.W.2d 299 (Tenn.1991). The remaining convictions, including those for especially aggravated kidnapping of Mr. Woods, were affirmed. Because the sentences for the especially aggravated kidnapping convictions had been ordered to be served concurrently to each other, the Court of Criminal Appeals did not modify the effective sentences. We granted the State’s application for permission to appeal.

ANALYSIS

The issue of whether a separate kidnapping conviction violates due process is purely a question of law. State v. Cozart, 54 S.W.3d 242, 247 (Tenn.2001). We review questions of law de novo with no presumption of correctness afforded to the lower courts’ conclusions. See Ki v. State, 78 S.W.3d 876, 879 (Tenn.2002).

This Court first addressed the issue of whether a defendant’s due process rights have been violated when dual convictions for robbery and kidnapping result from the same criminal episode in State v. Anthony, 817 S.W.2d 299 (Tenn.1991). We observed that “every robbery, by definition, involves some detention against the will of the victim, if only long enough to take goods or money from the person of the victim.” Id. at 306. We concluded that Tennessee’s kidnapping statute should be narrowly applied, therefore, “so as to make its reach fundamentally fair and to protect the due process rights of every citizen, even those charged with robbery, rape, or the like.” Id. at 305. We announced the following rule: a separate kidnapping conviction violates due process when “the confinement, movement, or detention is essentially incidental to the accompanying felony” and not “significant enough in and of itself to warrant independent prosecution.” Id. We suggested that one method of resolving this issue is to determine “whether the defendant’s conduct ‘substantially increased [the] risk of harm over and above that necessarily present in the crime of robbery itself.’ ” Id. at 306. (citation omitted).

We have since refined the Anthony test in State v. Dixon, 957 S.W.2d 532 (Tenn.1997). In Dixon, the defendant was convicted of aggravated kidnapping, aggravated assault, and attempted sexual battery. Noting that Anthony and its progeny are not meant to provide the rapist with a free kidnapping merely because he also committed rape, we concluded that the “Anthony decision should only prevent the injustice which would occur if a defendant could be convicted of kidnapping where the only restraint utilized was that necessary to complete the act of rape or robbery.” Dixon, 957 S.W.2d at 534-35.

We crafted a two-part test for identifying Anthony due process violations. First, a court must determine whether the movement or confinement used was beyond that necessary to commit the accompanying felony. Dixon, 957 S.W.2d at 535 (citing Anthony, 817 S.W.2d at 306). The focus is upon the “purpose of the removal or confinement and not the distance or duration.” Dixon, 957 S.W.2d at 535. If the first question is answered affirmatively, then the next inquiry is “whether the additional movement or confinement: (1) prevented the victim from summoning help; (2) lessened the defendant’s risk of detection; or (3) created a significant danger or increased the victim’s risk of harm.” Id. (citing Anthony, 817 S.W.2d at 306).

Fuller argues that Dixon altered the rule adopted in Anthony rather than clarifying it and that the Dixon inquiries should be abandoned. Specifically, he contends that Dixon improperly changed the question from whether the restraint was “essentially incidental” to the robbery, as required in Anthony, to whether the restraint was “necessary” to commit the robbery. The first question in the Dixon analysis — whether the movement or confinement used was beyond that necessary to commit the accompanying felony — does not replace the “essentially incidental” test. The first question is a threshold determination. An affirmative answer does not end the inquiry. The second question — whether the additional movement or confinement: (1) prevented the victim from summoning help; (2) lessened the defendant’s risk of detection; or (3) created a significant danger or increased the victim’s risk of harm — establishes the various methods of resolving the issue. The analysis set forth in Dixon therefore provides the structure necessary for applying the principles announced in Anthony.

Addressing the first question in the Dixon analysis, the Court of Criminal Appeals concluded that the confinement of Mrs. Woods was beyond that necessary to commit the robbery. We agree. The proof showed that Fuller and Betty already had taken the seventy dollars from the dresser before binding Mrs. Woods with duct tape. Their primary goal was to steal money and drugs from Little Jason. To that end, they questioned Mr. and Mrs. Woods at gunpoint for approximately forty minutes about Little Jason’s whereabouts. The binding of Mrs. Woods was intended to confine her while Fuller and Betty forced Mr. Woods to show them the correct townhouse. Fuller and Betty did not bind Mrs. Woods for the sole purpose of facilitating the robbery or their escape.

Having determined that the confinement of Mrs. Woods was beyond that necessary to commit the robbery, the next inquiry is whether the confinement (1) prevented Mrs. Woods from summoning help; (2) lessened the defendants’ risk of detection; or (3) created a significant danger or increased Mrs. Woods’ risk of harm. The Court of Criminal Appeals concluded that the binding of Mrs. Woods did not prevent her from summoning help because she was able to call 911 and answer a return call despite the duct tape on her arms and mouth. The intermediate appellate court further concluded that the binding did not lessen the risk of detection because the police arrived in time to find Fuller and Betty leaving the parking lot. Finally, the Court of Criminal Appeals found no specific proof that the binding created a significant danger or increased Mrs. Woods’ risk of harm.

The State argues that the Court of Criminal Appeals improperly converted the “lessened the risk of detection” factor into an outcome-determinative test by focusing on whether the confinement actually prevented the defendants’ detection. Contrary to the holding of the Court of Criminal Appeals, the ultimate success of the confinement is not an integral part of the test. Mrs. Woods was bound with the belief that she would remain confined until Betty and Fuller returned. Her confinement was intended to further the objective of lessening the risk of detection while Fuller and Betty located the correct townhouse. Even after Mrs. Woods had summoned help by communicating with the 911 dispatcher, she could not leave the bed for fear that she would jeopardize the lives of her family. When the men returned, Betty threatened to kill her and placed the barrel of a rifle in her mouth. This additional assault demonstrates that the separate act of confinement after the robbery created a significant danger to Mrs. Woods and undoubtedly increased her risk of harm.

We emphasize that “the determination of whether a detention or movement is incidental to another offense is highly dependent on the facts in each case.” Anthony, 817 S.W.2d at 306. The act of tying up or binding a victim during the course of a robbery, standing alone, may not justify a separate conviction for kidnapping. See, e.g., State v. Blouvet, 965 S.W.2d 489, 492 (Tenn.Crim.App.1997) (defendant bound victim’s feet and hands while he robbed store); State v. Sanders, 842 S.W.2d 257, 260 (Tenn.Crim.App.1992) (defendant bound victims’ hands while he robbed restaurant). In those cases, the binding of the victims did not increase the risk of harm over and above that necessarily present in the crime of robbery itself. See Anthony, 817 S.W.2d at 307. In this case, however, the binding of Mrs. Woods was a confinement that was not essentially incidental to the robbery but had significance independent of it. The confinement lessened the risk of detection while Fuller and Betty accomplished their goal of locating the correct townhouse. In addition, the confinement created a significant danger to Mrs. Woods and increased her risk of harm as demonstrated by the additional assault she suffered when the men returned. Under these circumstances, the confinement of Mrs. Woods rose to a level sufficient to support dual convictions for especially aggravated kidnapping of Mrs. Woods and aggravated robbery.

CONCLUSION

We hold that separate convictions for especially aggravated kidnapping of Mrs. Woods do not violate due process under Anthony and its progeny. Accordingly, we reverse the judgment of the Court of Criminal Appeals insofar as it dismissed each defendant’s conviction for especially aggravated kidnapping of Mrs. Woods. The judgment of the trial court is reinstated.

It appearing that the defendants are indigent, costs of this appeal are taxed to the State of Tennessee.


author: FRANK F. DROWOTA, III, C. J.,

text:
    WAUSAU INSURANCE COMPANY v. Vivian Alvina DORSETT.
    Supreme Court of Tennessee, at Nashville.
    June 8, 2005 Session.
    Aug. 19, 2005.

      John E. Anderson and John Paul Nef-flen, Nashville, Tennessee, for the Appellant, Wausau Insurance Company.
    Eric J. Burch, Manchester, Tennessee, for the Appellee, Vivian Alvina Dorsett.
   OPINION

FRANK F. DROWOTA, III, C. J.,

delivered the opinion of the court,

in which E. RILEY ANDERSON, ADOLPHO A. BIRCH, JR., JANICE M. HOLDER, and WILLIAM M. BARKER, JJ., joined.

We granted this interlocutory appeal to determine whether the trial court erred in awarding the employee temporary total disability benefits in excess of 400 weeks where the employee had not attained maximum medical improvement within the 400-week period. We hold that the statutory “maximum total benefit” of 400 weeks applies to temporary total disability benefits. Therefore, we reverse the judgment of the trial court and hold that the employer’s liability for temporary total disability benefits is statutorily limited to 400 weeks. We remand this case to the trial court for further proceedings consistent with this opinion.

I. Factual and Procedural Background

This workers’ compensation action was originally filed on June 29, 2000, by Wau-sau Insurance Company (‘Wausau”) pursuant to Tennessee Code Annotated section 50-6-225 (1999 & Supp.2004). The defendant-appellee, Vivian Alvina Dorsett (“Dorsett”) had claimed workers compensation benefits, alleging that on May 29, 1997, while she was working for Rawlings Sporting Goods Incorporated at its leather-tanning facility in Tullahoma, she was bitten on the back of her left wrist by a brown recluse spider. Dorsett alleges that her shift began at 4:00 p.m. that day. After cleaning her work space she noticed, at approximately 8:00 p.m., a spot on the back of her left wrist, smaller than the size of a penny, which appeared to be a mosquito bite. Dorsett claimed that by the next day the affected area had spread to the size of a quarter, the skin had broken, and the center of the area appeared black. Dorsett alleged that midway through her shift on May 30, 1997, she began experi-eneing severe nausea and chills. By the next day, red “streaking” had appeared near the affected area, and ulcers or sores had appeared near the streaking. Dorsett was treated by Dr. Stephen Bills who opined that she had been bitten by a spider and prescribed an antibiotic.

After undergoing various treatments, including antibiotic medications and skin grafts, all of which failed to eliminate the red streaking and ulcers on her left arm, Dorsett was referred to Dr. Lloyd E. King. Dr. King, a board-certified dermatologist who had served as the chief of dermatology at Vanderbilt University Medical Center since 1977, was deposed on June 5, 2001. Dr. King explained that he had conducted extensive research of brown recluse spider bites, had written at least fifteen articles on the subject, and had “been widely quoted in the area of brown recluse spider bites and complications.” Dr. King opined that the history Dorsett had given was consistent with her having been bitten by a brown recluse spider. Dr. King diagnosed Dorsett with pyoderma gangrenosum, a condition Dr. King described as “chronic pus in the skin with ulcers in which you can’t find the germs by standard tests. So it’s considered microbi-ologically sterile. ‘Sterile’ meaning you can’t culture out any germs.” Although he could not state to a reasonable degree of medical certainty that Dorsett’s pyoderma gangrenosum had been caused by the brown recluse spider bite, Dr. King explained that it is not uncommon for the condition to develop in patients who had been bitten by a brown recluse spider. Dr. King opined that Dorsett had not attained maximum medical improvement, even though she had been treated with “all the known therapies for pyoderma gangre-nosum.” However, Dr. King remained “hopeful” that Dorsett would improve because, two weeks earlier, he had started Dorsett on a new treatment, which had then only recently been approved by the Federal Drug Administration.

Unfortunately, Dorsett’s condition did not improve as Dr. King had hoped. Subsequently, at the request of Wausau, Dor-sett was referred for a second opinion to the Mayo Clinic in Rochester, Minnesota, because of its expertise in evaluating patients with chronic ulcers and pyoderma gangrenosum. Dr. Arnold Schroeter, who had served as chairperson of dermatology at the Mayo Clinic, evaluated Dorsett. Dr. Schroeter determined that Dorsett has a genetic enzyme deficiency, a condition known as methylenetetrahydrofolate re-ductase. This deficiency results in abnormal coagulation and thrombophilia and is known “for its role in strokes and heart attacks.” As treatment for this condition, Dr. Schroeter recommended that Dorsett take folic acid to compensate for the enzyme deficiency and coumadin, or another comparable anticoagulant drug, to prevent clotting.

Dr. King implemented the recommended treatment regimen, and when he was deposed again on October 8, 2004, Dr. King confirmed that Dorsett had responded well to the new treatment, with the most significant improvements in her condition occurring during the preceding three months. Dr. King diagnosed Dorsett with “chronic ulceration of the left forearm secondary to a brown recluse bite in the context of someone who has a genetic deficiency of an enzyme called methylenetetrahydrofolate reductase.” He explained that, despite the treatment, Dorsett has continued to experience migraine headaches, allergies and sensitivity to various chemicals, chronic pain syndrome, ulcerations on her left arm, a large ventral hernia on which surgeons had refused to operate because of her history of clotting, and weight gain and fluid retention resulting from her inability to perform daily living activities. When asked to estimate the permanency of Dor-sett’s injuries, Dr. King replied “I have no specific timetable. It — she is currently, I think, improving, but we have had her improved before. So I cannot give a definite timetable of when she would be ‘well.’ ” Dr. King was “not hopeful” that Dorsett would be able to return to work. Dr. King acknowledged, however, that he had not assigned Dorsett any permanent restrictions because she had not attained maximum medical improvement.

Six days after Dr. King was deposed, Wausau filed a motion to continue the trial, which had been scheduled for December 13, 2004. Relying upon Dr. King’s deposition, Wausau alleged that Dorsett had not attained maximum medical improvement. Wausau requested a continuance of the trial until Dorsett had reached maximum medical improvement.

In her response to Wausau’s motion, Dorsett maintained that the trial court should proceed to trial and find her permanently and totally disabled, despite her not having attained maximum medical improvement. Alternatively, Dorsett asked the trial court to direct Wausau to continue paying her temporary total disability benefits until she reached maximum medical improvement. On February 3, 1998, the Tennessee Department of Labor, Workers’ Compensation Division ordered Wausau to pay temporary total disability benefits to Dorsett, and Wausau has paid temporary total disability benefits since that time. In her response to the motion to continue, Dorsett acknowledged that “[u]nder the Tennessee Workers Compensation Statutes, an employee is entitled to four hundred (400) weeks of compensation unless the employee is deemed permanently and totally disabled,” but Dorsett nonetheless asserted that the trial court should order Wausau to continue paying her temporary total disability benefits “irrespective of the four hundred (400) week cap” because the workers’ compensation statutes are intended to provide compensation for employees who are disabled as a result of a work-related accident. Dorsett pointed out that terminating her temporary total disability benefits after 400 weeks would leave her “without income while she awaits maximum medical improvement, which may not be for some time, if ever.” Finally, Dorsett asked the trial court to grant an interlocutory appeal on the issue of whether temporary total disability benefits may be extended beyond 400 weeks when an employee fails to attain maximum medical improvement during the 400-week period.

The trial court granted Wausau’s motion to continue the trial, but also ordered Wausau to pay temporary total disability benefits until Dorsett attains maximum medical improvement, even if the payment period exceeded 400 weeks. The trial court granted Wausau permission to seek an interlocutory appeal from its order. The trial court also granted Dorsett permission to seek an interlocutory appeal “to interpret the issue of first impression of whether [Dorsett] is entitled to temporary total disability benefits beyond the four hundred week point.”

We granted Wausau’s and Dorsett’s applications for interlocutory appeal. We now reverse the trial court and hold that temporary total disability benefits are statutorily limited to 400 weeks.

II. Standard of Review

Whether the trial court erred in awarding Dorsett temporary total disability benefits in excess of 400 weeks is a legal issue, involving statutory interpretation, which we review de novo with no presumption of correctness afforded to the trial court’s conclusions. Gray v. Cullom Machine, Tool & Die, 152 S.W.3d 439, 443 (Tenn.2004); Kyle v. Williams, 98 S.W.3d 661, 663-64 (Tenn.2003); Ki v. State, 78 S.W.3d 876, 879 (Tenn.2002).

III. Statutory Construction

We start from the premise that “ ‘[w]hile the Workers’ Compensation Act is to be liberally construed for the employee’s benefit, that policy does not authorize the amendment, alteration or extension of its provisions beyond its obvious meaning.’ ” Wilkins v. Kellogg Co., 48 S.W.3d 148, 152 (Tenn.2001) (quoting Pollard v. Knox County, 886 S.W.2d 759, 760 (Tenn.1994)). “This premise is simply a specific application of the most basic rule of statutory construction: courts must attempt to give effect to the legislative purpose and intent of a statute, as determined by the ordinary meaning of its text, rather than seek to alter or amend it.” Id. at 152. When a statute lacks contradiction or ambiguity, courts are not at liberty to depart from the words of the statute. Gleaves v. Checker Cab Transit Corp., 15 S.W.3d 799, 803 (Tenn.2000). If “the language contained within the four corners of a statute is plain, clear, and unambiguous, the duty of the courts is simple and obvious, ‘to say sic lex scripta, and obey it.’ ” Hawks v. City of Westmoreland, 960 S.W.2d 10, 16 (quoting Carson Creek Vacation Resorts, Inc. v. State Dept. of Revenue, 865 S.W.2d 1, 2 (Tenn.1993)). Therefore, “ ‘[i]f the words of a statute plainly mean one thing they cannot be given another meaning by judicial construction.’ ” Gleaves, 15 S.W.3d at 803 (quoting Henry v. White, 194 Tenn. 192, 250 S.W.2d 70, 72 (1952)). Courts instead must “ ‘presume that the legislature says in a statute what it means and means in a statute what it says there.’” Id. at 803 (quoting Jackson v. Jackson, 186 Tenn. 337, 210 S.W.2d 332, 334 (1948)). Finally, a court must not question the “reasonableness of [a] statute or substitut[e][its] own policy judgments for those of the legislature.” Id. at 803 (quoting BellSouth Telecomms., Inc.v. Greer, 972 S.W.2d 663, 673 (Tenn.Ct.App.1997)). Applying these familiar rules, we conclude that an employer’s liability for temporary total disability benefits is limited to 400 weeks.

IV. Analysis

The Workers’ Compensation Act classifies compensable disabilities into four distinct categories: (1) temporary total disability; (2) temporary partial disability; (3) permanent partial disability; and (4) permanent total disability. Tenn.Code Ann. § 50-6-207 (1999 & 2004 Supp.); Cleek v. Wal-Mart Stores, 19 S.W.3d 770, 776 (Tenn.2000); Redmond v. McMinn County, 209 Tenn. 463, 354 S.W.2d 435, 437 (1962). Employees are entitled to compensation for each class of disability resulting from a single compensable injury for which they qualify. Redmond, 354 S.W.2d at 437. However, unless an employee is adjudged to be entitled to permanent total disability benefits, the disability benefits that an employee may receive for a single injury may not exceed the “maximum total benefit.” See Tenn.Code Ann. § 50-6-205(b)(l) (1999 & 2004 Supp.) (“The total amount of compensation payable under this part shall not exceed the maximum total benefit ... in any case, exclusive of travel reimbursement, medical, hospital and funeral benefits.”); Vinson v. United Parcel Serv., 92 S.W.3d 380, 384 (Tenn.2002). This statutory limitation is defined as follows:

“Maximum total benefit” means the sum of all weekly benefits to which a worker may be entitled; and ... [f]or injuries occurring on or after July 1, 1992, the maximum total benefit shall be four hundred (400) weeks times the maximum weekly benefit except in instances of permanent total disability....

Tenn.Code Ann. § 50-6-102(13)(C) (1999) (recodified at § 50-6-102(14) (2004 Supp.). Although we have never been squarely-faced with the issue raised in this interlocutory appeal, we have previously acknowledged that the 400-week maximum total benefit limitation applies to temporary disability benefits. Vinson, 92 S.W.3d at 384 (Tenn.2002) (citing Tennessee Code Annotated section 50-6-102(13)(C)) and stating that “[p]ursuant to the statutory scheme, temporary disability benefit payments may not exceed 400 weeks”). Having thoroughly considered the issue, we now hold that the 400-week statutory limitation applies to temporary total disability benefits. The statutory definition of maximum total benefit is clear. The only category of disability benefits exempted from this 400-week limitation is permanent total disability benefits. Thus, we conclude that the maximum total benefit 400-week limitation applies to temporary total disability benefits.

In arguing that the maximum total benefit does not apply, Dorsett points out that Tennessee Code Annotated section 50-6-207(2) & (3) (1999 and 2004 Supp.), which provide the method for calculating temporary partial disability benefits and permanent partial disability benefits, specifically mention the 400-week limitation, while the statute which provides the method for calculating temporary total disability benefits, Tennessee Code Annotated section 50-6-207(1) (1999) (recodified at § 50-6-207(1)(A) (2004 Supp.)), does not mention the 400-week limitation. Dorsett maintains that had the legislature intended to limit temporary total disability benefits, it would have included the 400-week limitation in section -207(1). As support for her argument, Dorsett relies upon Bomely v. Mid-Am. Corp., 970 S.W.2d 929 (Tenn. 1998), in which this Court held that the 400-week maximum total benefit limitation does not apply to permanent total disability benefits.

Dorsett’s reliance is misplaced. Although we noted in Bomely that the statute providing the method for calculating permanent total disability benefits did not mention the 400-week limitation, we held that the 400-week limitation did not apply “[b]ecause the statutory definition of maximum total benefit exempts permanent total disability awards from the 400-week limitation_” Id. at 933. In contrast, the statutory definition of “maximum total benefit” does not expressly exempt temporary total disability benefits from the 400-week limitation. Accordingly, we hold that the maximum total benefit applies to temporary total disability benefits. We conclude therefore that the trial court erred in ordering Wausau to pay temporary total disability benefits in excess of this statutory 400-week limitation.

We are aware that the maximum total benefit, and our application of it, places Dorsett in a difficult position. As recently as October 8, 2004, Dr. King, Dorsett’s treating physician, opined that she had not attained maximum medical improvement and thus refused to assign her a permanent disability rating. Based upon this testimony, Wausau sought and obtained a continuance of the trial. Although we are sympathetic to Dorsett’s situation, this Court has no authority to alter the statutory definition of maximum total benefit. Whether this statutory definition should be revised to exclude temporary total disability benefits from the 400-week limitation is a question for the legislature, not the judiciary.

V. Conclusion

We hold that the maximum total benefit of 400 weeks applies to temporary total disability benefits. Thus, Wausau’s liability to Dorsett for temporary total disability benefits is limited to the statutory maximum total benefit of 400 weeks. Accordingly, we reverse the judgment of the trial court ordering Wausau to pay temporary total disability benefits in excess of 400 weeks. We remand this case to the trial court for further proceedings consistent with this decision. Costs of this appeal are taxed to the defendant-appellee, Vivian Alvina Dorsett.

      . Wausau denies that Dorsett can establish that the brown recluse spider bite occurred in the course and scope of her employment. However, whether the spider bite arose in the course and scope of employment is not at issue in this interlocutory appeal, and we recount Dorsett's allegations to provide context for the issue presented in this appeal.

      . "Thrombophilia is a term used to describe a group of conditions in which there is an increased tendency, often repeated and often over an extended period of time, for excessive clotting." Amy D. Shapiro, An Overview of Thrombophilia, Hemaware, Vol. 6, Issue 5 at 13, at www.hemophilia.org/bdi/Thrombo — article.pdf(last visited July 26, 2005).

      . On February 20, 2002, the Department of Labor ordered Wausau to cease temporary total disability benefit payments, but on May 9, 2002, the Department of Labor ordered Wausau to resume the payments and ordered Wausau to pay Dorsett a lump sum representing the temporary total disability benefits which Wausau would have paid had the February 20, 2002 order not allowed it to cease the payments. Thus, Wausau has paid temporary total benefits from February 3, 1998, to the present.

      . The trial court also granted Dorsett permission to seek an interlocutory appeal on the issue of "whether [Dorsett] is entitled to permanent and total disability benefits if she has not reached maximum medical improvement by the time four hundred weeks have passed since the injury.” Although Dorsett initially raised this issue in her application, her supplemental brief did not address this issue. We have found no authority suggesting that Dorsett should be considered permanently and totally disabled based solely upon her failure to attain maximum medical improvement within 400 weeks.

      . Awards of permanent total disability are not subject to the maximum total benefit. See Tenn.Code Ann. § 50-6-207(4)(A)(i).

      . Over ten months have passed since Dr. King was deposed. Dorsett may have now attained maximum medical improvement such that on remand Dr. King may be able to evaluate whether Dorsett has sustained permanent disability from her condition. Expeditiously resolving this case would appear to be in the best interest of all involved.