OPINION

J. STEVEN STAFFORD, JUDGE.

This is a contract case. Appellant, a Nashville Country Club, hired Appellee, a real estate development and consulting firm, to help the Club procure the best price available for the sale of its real property. Appellee claimed that it was due fees under the parties' written agreement. Following a hearing, the trial court entered judgment in favor of Appellee. Appellant appeals, arguing that: (1) the parties' contract was not supported by adequate consideration; (2) the parties' contract was void as against public policy based upon Appellants' allegation that Appellee was acting as a broker; (3) the trial court erred in allowing parol evidence and in its interpretation of the terms of the parties' agreement; and (4) the trial court erred in calculating Appellee's damages. Discerning no error, we affirm and remand for determination of Appellee's reasonable attorney's fees and costs in defending this appeal. Affirmed and remanded.

Ravenwood Country Club (the "Club") is located in the Hermitage area of Nashville. The Club is run by a volunteer board of directors that is comprised of members of the Club who are elected by the membership of the Club. The Club has operated, under one owner or another, for approximately fifty years. In recent years, it has operated under the ownership of Ravenwood Club, Inc., a non-profit corporation. Ravenwood Country Club, L.L.C., is a member-managed L.L.C. that owns all of the assets and liabilities of Ravenwood Club, Inc. (together with Ravenwood Country Club, L.L.C., "Ravenwood," or "Appellants").

Cumberland Properties, L.L.C. ("Cumberland," or "Appellee") is a real estate development, consulting, and brokerage firm. Glenn Dukes is acquisition manager for Cumberland, and he holds a Tennessee real estate broker license. Mr. Dukes has been in the real estate business for approximately thirty years. At all times relevant to this litigation, Mr. Dukes acted on behalf of Cumberland in negotiations with Ravenwood.

In 2002 and 2003, prior to the time that Ravenwood and Cumberland entered into the business agreement(s) that are the subject of the instant appeal, Ravenwood fell into a difficult financial condition. Ravenwood began to sell its property, including timber, in order to meet its financial obligations. One of Ravenwood's assets was a tract of real property that was comprised of approximately 91.62 acres of unzoned, undeveloped land to the north and northeast of the country club property.1 Ravenwood's then-president, Le Jennings, entered into negotiations with Freeman Webb Investments ("Freeman") to sell this undeveloped land. At that time, Ravenwood's property was essentially landlocked. There was no access for commercial developments, and it would not have been approved for residential access and development. Consequently, the development of the land would require access and re-zoning. Freeman owned property adjacent to the Club, which property could serve as access to Ravenwood's property with approval of the city. In addition, Freeman was attempting to secure another parcel of property—not owned by Ravenwood—by which it hoped to secure access to the Ravenwood property.

On July 15, 2003, Ravenwood and Freeman reached a tentative agreement, which was memorialized in a "Letter of Intent for the Purchase of [91.62] acres" sent from Freeman to Ravenwood's board of directors. Under the terms of this letter, Freeman proposed to pay $1,000,000 to Ravenwood for the 85 acres (which was later discovered to be 91.62 acres), and two hundred sixty-five memberships to the Club. The payment of the $1,000,000 was to be made according to the terms of the "payment of consideration" section of the letter, which required $470,000 of the total amount to be paid at the closing, with one-half of the membership dues ($265,000) also due at closing. As an incentive for retaining members, the letter further contemplated that, if the full membership dues were paid within four years of the closing, then the purchase price of $1,000,000 would be discounted to $10,000 per acre. Thus, the deal between Ravenwood and Freeman was essentially $850,000 for 85 acres of property and two hundred sixty-five Club memberships.

In an effort to better its position under the letter of intent with Freeman, Ravenwood hired Cumberland to consult. Ravenwood and Cumberland began a business relationship on October 21, 2003, when they entered into a letter agreement. The October 21, 2003 letter was superseded by a second letter dated November 18, 2003. The November 18, 2003 letter (the "Letter") sets out the scope of Cumberland's services as follows:

In consideration for these services, the Letter states that Cumberland's fee would be based on the following schedule:

In addition to the foregoing, the Letter further states that:

This Letter is signed by Glenn Dukes on behalf of Cumberland, and by Richard Daugherty, as President of the Club.

Pursuant to the terms of the Letter, Cumberland, acting on behalf of Ravenwood, helped to negotiate the final terms of the sale of a portion of the 91.62 acres to Freeman. On December 10, 2003, Ravenwood and Freeman executed a Real Estate Purchase Contract (the "Freeman-Ravenwood Agreement"). Under the Freeman-Ravenwood Agreement, Freeman purchased approximately 61.12 acres of the total 91.62 acres and one-hundred ninety family memberships. The purchase price was set at $867,957.53. Under Paragraph 6.4 of the Freeman-Ravenwood Agreement, both Ravenwood and Freeman warranted "to the other [,] that no broker or agent has been engaged by it in connection with the negotiation and/or consummation of this Agreement."

On December 11, 2003 (the day after the Freeman-Ravenwood Agreement was executed), Ravenwood and Cumberland entered into a "Real Property Services Agreement" (the "Ravenwood-Cumberland Agreement"). The Ravenwood-Cumberland Agreement is signed by Mr. Dukes, on behalf of Cumberland, and by Mr. Daugherty, on behalf of Ravenwood. The Ravenwood-Cumberland Agreement, which was prepared by Cumberland's attorney, provides, in relevant part, as follows:

The Ravenwood-Cumberland Agreement states that "[t]he parties agree that Cumberland has already performed valuable services and will continue to perform such services in relation to" the sale between Ravenwood and Freeman. To that end, the services expected from Cumberland, under the Ravenwood-Cumberland Agreement, were substantially the same as those outlined in the Letter, supra. While the amount of fees due Cumberland for its services remained the same in the Ravenwood-Cumberland Agreement as it was in the Letter, supra, the parties added a clause in the Ravenwood-Cumberland Agreement that was not set out in the Letter, namely Paragraph 6(d), which provides:

In addition to the foregoing provision, the Ravenwood-Cumberland Agreement also includes a "Buyout Provision," i.e., Paragraph 7(a), which provides:

The Ravenwood-Cumberland Agreement also contains a merger/integration/no oral modification clause, i.e., Paragraph 10, which provides:

On January 7, 2005, and as contemplated under the Freeman-Ravenwood Agreement (supra),4 the sale of the 61.12 acres of the total 91.62 acres and one-hundred ninety family memberships closed. On the same day, Ravenwood and Cumberland executed an "Amended and Restated Real Property Services Agreement" (the "Amended Ravenwood-Cumberland Agreement"). Mr. Dukes testified that the purpose of the Amended Ravenwood-Cumberland Agreement was to add additional property to the service agreement; however, the record does not indicate any other property at issue other than the original 91.62 acres. Nonetheless, under the Amended Ravenwood-Cumberland Agreement, the services expected of Cumberland were expanded to include, in addition to the services outlined in the original Ravenwood-Cumberland Agreement, the following:

In addition to the additional services, the Amended Ravenwood-Cumberland Agreement modifies the buyout provision (i.e., Paragraph 7) as follows:

The modification to the buyout provision will be discussed in more detail below. It is, however, important to note that the fee schedule remains the same in the Amended Ravenwood-Cumberland Agreement as it was in the original Ravenwood-Cumberland Agreement.

In August 2005, Cumberland negotiated, on behalf of Ravenwood, an option contract, whereby E. Phillips Development acquired an option to purchase the remaining 30.5 acres of Ravenwood property. The negotiated price was $2,000,000, and the sale was to close on or before July 15, 2009. The record indicates that, although E. Phillips Development exercised its option to purchase the 30.5 acres, for reasons unrelated to the instant lawsuit, the sale did not close.

On May 2, 2008, Cumberland sent a written demand to be bought out under the terms of Paragraph 7(a) of the Ravenwood-Cumberland Agreement. In a follow-up letter, dated May 29, 2008, Cumberland suggested that the parties agree on a fair market value of $2,000,000 for the remaining property and membership interests. In the letter, Cumberland calculated the total due under the buyout provision, Paragraph 7(a), of the RavenwoodC-umberland Agreement to be $343,591. On October 30, 2008, Cumberland filed a demand for arbitration, allegedly pursuant to the terms of the Ravenwood-Cumberland Agreement. However, Ravenwood took the position that it was not obligated to submit to arbitration. Ultimately, the parties could not agree on the fee amount due to Cumberland and, consequently, the present litigation ensued.

On January 7, 2009, Cumberland filed a petition for declaratory judgment against Ravenwood in the Chancery Court for Davidson County. By its petition, Cumberland asked the trial court to declare the amounts due to it under the Ravenwood-Cumberland Agreement. On February 12, 2009, Ravenwood filed its answer, wherein it avers that there is a genuine controversy as to the interpretation of the Ravenwood-Cumberland Agreement, and that same is "so vague, contradictory, and confusing as to be void and unenforceable." Ravenwood further states, in relevant part, that:

In addition to denying the material allegations contained in Cumberland's petition for declaratory judgment, Ravenwood also claimed that Cumberland had breached the contract in relation to its dealings with E. Phillips Development, to wit:

Cumberland answered the counterclaim on March 6, 2009, wherein it denied any breach of contract on its part.

On March 23, 2010, Ravenwood filed a motion for summary judgment on grounds that: (1) Cumberland was not entitled to a commission for the sale of a 61.12 acre parcel of property because that property sold for less than the $1,000,000 threshold set by the Ravenwood-Cumberland Agreement; (2) the Ravenwood-Cumberland Agreement was unenforceable as a matter of law and policy because Cumberland is a licensed real estate broker and, therefore, is not entitled to collect a commission on the unsold parcel; (3) if, however, Cumberland was entitled to collect a commission on the unsold parcel, such commission was no more than $120,000. Although we do not find an order denying the motion for summary judgment in the appellate record, it is obvious that the court did deny the motion as the matter proceeded to full hearing on May 25, 2010. At the close of Cumberland's case-in-chief, Ravenwood moved for involuntary dismissal under Tennessee Rule of Civil Procedure 41.02. This motion was denied. Following the hearing, on July 30, 2010, the trial court entered a final order.6 Therein, the court specifically found that Ravenwood had failed to meet its burden regarding its counterclaim and, consequently, denied recovery thereon. The court also made specific findings concerning the arbitration and consideration provisions of the Ravenwood-Cumberland Agreement, namely:

The court awarded Cumberland judgment against Ravenwood in the amount of $343,591, plus attorney's fees, expenses, and pre-judgment interest at a rate of six percent per annum. In reaching these amounts, the court specifically found:

21. The amount of proceeds totaling between one million two hundred thousand dollars ($1,200,000) and one million four hundred thousand dollars ($1,400,000) is two hundred thousand dollars ($200,000). Fifteen percent (15%) of two hundred thousand dollars ($200,000) is thirty thousand dollars ($30,000).

In addition to the foregoing, the trial court also specifically found that the contract was neither unconscionable, nor without consideration:

An order setting fees and expenses was entered on July 29, 2010. By this order, the trial court awarded Cumberland a judgment against Ravenwood in the amount of $140,470.55 for fees and expenses as the prevailing party.

Ravenwood appeals, and raises four issues for review as stated in its brief:

We first note that, because this case was tried by the court sitting without a jury, we review the case de novo upon the record with a presumption of correctness of the findings of fact by the trial court. Unless the evidence preponderates against the findings, we must affirm, absent error of law. See Tenn. R. App. P. 13(d).

It is well settled in Tennessee that the interpretation of a written contract is a matter of law, and thus, no presumption of correctness in its interpretation exists. NSA DBA Benefit Plan, v. Connecticut Gen. Life Ins. Co., 968 S.W.2d 791 (Tenn. Ct. App. 1997). The cardinal rule in the construction of contracts is to ascertain the intent of the parties. West v. Laminite Plastics Mfg. Co., 674 S.W.2d 310 (Tenn. Ct. App. 1984). If the contract is plain and unambiguous, the meaning thereof is a question of law, and it is the Court's function to interpret the contract as written according to its plain terms. Petty v. Sloan, 277 S.W.2d 355 (Tenn. 1955). The language used in a contract must be taken and understood in its plain, ordinary, and popular sense. Bob Pearsall Motors, Inc. v. Regal-Chrysler Plymouth, Inc., 521 S.W.2d 578 (Tenn. 1975). In construing contracts, the words expressing the parties' intentions should be given the usual, natural, and ordinary meaning. Ballard v. N. Am. Life & Cas. Co., 667 S.W.2d 79 (Tenn. Ct. App. 1983). If the language of a written instrument is unambiguous, the Court must interpret it as written rather than according to the unexpressed intention of one of the parties. Sutton v. First Nat. Bank of Crossville, 620 S.W.2d 526 (Tenn. Ct. App. 1981). In determining whether an ambiguity exists in a contract, we are guided by the following principles:

77 C.J.S. Contracts § 304 (citations omitted). However, a contract is not ambiguous merely because the parties have different interpretations of the contract's various provisions, Cookeville Gynecology & Obstetrics, P.C. v. Southeastern Data Sys., Inc., 884 S.W.2d 458, 462 (citing Oman Constr. Co. v. Tennessee Valley Authority, 486 F.Supp. 375, 382 (M.D. Tenn. 1979)), nor can this Court create an ambiguity where none exists in the contract. Cookeville P.C., 884 S.W.2d at 462 (citing Edwards v. Travelers Indem. Co., 201 Tenn. 435, 300 S.W.2d 615, 617-18 (1957)).

Consideration

"A party attempting to prove the existence of a contract `is required to show that the agreement on which he [or she] relies was supported by adequate consideration [.]'" Calabro v. Calabro, 15 S.W.3d 873, 876 (Tenn. Ct. App. 1999) (quoting Price v. Mercury Supply Company, Inc., 682 S.W.2d 924, 933 (Tenn. Ct. App. 1984)). The absence of consideration "renders the contract, undertaking, or promise void and unenforceable as between the parties." 21 Steven W. Feldman, Tennessee Practice: Contract Law and Practice § 5:1 (2007). Generally, it is not required that consideration be adequate in the sense that it represents actual value, Lloyd v. Turner, 602 S.W.2d 503, 509 (Tenn. Ct. App. 1980), and a contract will not be set aside for mere inadequacy. Farrell v. Third Nat'l Bank, 101 S.W.2d 158, 163 (Tenn. Ct. App. 1936). However, where the inadequacy of consideration is not the sole issue and the case involves other inequitable incidents, relief is more readily granted. Woodard v. Bruce, 339 S.W.2d 143, 148 (Tenn. Ct. App. 1960). Whether there is adequate consideration is a matter of law and may be reviewed by this court de novo. Applewhite v. Allen, 27 Tenn. 697 (1848).

Consideration may take a number of different forms, including a return promise. See, e.g., Estate of Hordeski v. First Federal Savings and Loan Ass'n of Russell County, Ala., 827 S.W.2d 302, 304 (Tenn. Ct. App. 1991) ("It may be a promise for a promise."). However, "[w]ords of promise which by their terms make performance entirely optional with the `promisor' do not constitute a promise." Restatement (Second) of Contracts § 77, cmt. a. This is referred to as an "illusory promise." A promise may be illusory because it "essentially promis[es] nothing at all, or allow[s] the promisor to decide whether or not to perform the promised act." Walker v. Ryan's Family Steak Houses, Inc., 289 F.Supp.2d 916, 929 (M.D. Tenn. 2003) (citations omitted), aff'd, 400 F.3d 370 (6th Cir. 2005), cert. denied, 546 U.S. 1030, 126 S.Ct. 730 (2005). Similarly, a "promise may also be illusory if it is too indefinite to be enforceable." Id. Courts do, however, generally endeavor to avoid finding that a promise was illusory and that there was thereby a failure of consideration. See, e.g., 1 E. Allan Farnsworth, Farnsworth on Contracts § 2.13, at 136 (3d ed. 2004). However, "[e]very contract imposes upon the parties a duty of good faith and fair dealing in the performance and interpretation of the contract." Elliot v. Elliot, 149 S.W.3d 77, 84-85 (Tenn. Ct. App. 2004) (citations omitted). Although this implied covenant cannot be used to create new contractual obligations or to alter the specific terms of a contract, see, e.g., Goot v. Metro. Gov't of Nashville & Davidson County, No. M2003-02013-COA-R3-CV, 2005 WL 3031638, at *7 (Tenn. Ct. App. Nov. 9, 2005) (citations omitted), courts often imply this covenant in order to prevent a promise from being deemed illusory. See, e.g., Storek & Storek, Inc. v. Citicorp Real Estate, Inc., 100 Cal.App.4th 44, 61 (Cal. Ct. App. 2002).7

Tennessee Code Annotated Section 47-50-103 creates a rebuttable presumption that "[a]ll contracts in writing signed by the party to be bound, or the party's authorized agent and attorney, are prima facie evidence of a consideration." In the instant case, all of the documents at issue (and particularly the Letter and the Ravenwood-Cumberland Agreement) were signed. The question, then, is whether Ravenwood put forth any evidence to rebut the presumption of proper consideration. Before addressing this question, we first review the grounds for Ravenwood's argument.

Ravenwood's argument rests upon the addition of both the Recital paragraph and Paragraph 7(a) (the buyout provision) to the Ravenwood-Cumberland Agreement (both of which are set out in full above). Ravenwood cites Mr. Dukes' testimony that, from the onset of his engagement with Ravenwood, Cumberland was always engaged to perform the same services (i.e., the services under both the Letter and the Ravenwood-Cumberland Agreement were identical—that is to sell the 91.62 acres at the best price). However, Ravenwood contends that, because the buyout provision contained in the Ravenwood-Cumberland Agreement (supra) was not contained in the Letter, there was no consideration for the buyout clause. Ravenwood contends that the language contained in the Recital paragraph, indicating that the clause "is not necessary in order to form the agreement between the parties," is not necessarily true given the additional language that the Recital paragraph "provide[s] additional details for [the parties'] convenience." Ravenwood contends that these "additional details" were not, in fact, provided because the agreement (in terms of both services to be performed by Cumberland, and fees to be paid by Ravenwood) remained unchanged from the Letter to the Ravenwood-Cumberland Agreement. Consequently, Ravenwood contends that "[t]he only `additional detail' seems to be the imposition of the substantial burden of the buyout provision," which provision "gave Cumberland...the right to be paid not based on the increase in the amount of Proceeds, but instead, based on the hypothetical increase in the fair market value of the property at the time the demand was made." Without proper consideration, Ravenwood contends that the buyout provision is unenforceable.

To support its contention that Cumberland provided no addition consideration for the buyout provision, Ravenwood relies upon the testimony of Mr. Dukes, which was adduced during his cross-examination. Mr. Dukes admitted that Cumberland had performed substantially the same services under both the Letter and Ravenwood-Cumberland Agreement. Ravenwood argues that Mr. Dukes' testimony "is clear that Cumberland...never did anything, nor promised to do or forebear from doing, anything different from the first day of its engagement until the last day of the engagement." While we concede that the obligations and fee structure agreed upon by Ravenwood and Cumberland remained substantially unchanged during the course of their dealings, this fact, standing alone, does not negate the trial court's finding that consideration was given.

The parties entered into the Letter on November 18, 2003. Cumberland's efforts, pursuant to the Letter, resulted in the December 10, 2003 Freeman-Ravenwood Agreement. Following the execution of the Freeman-Ravenwood Agreement, Ravenwood and Cumberland discussed the fact that Ravenwood might not need to sell all of its land because of the funds it had received under the Freeman-Ravenwood Agreement. Because of Ravenwood's financial condition at the outset of its dealings with Cumberland, it did not seem likely that Ravenwood would be able to sell less than the full 91.62 acres at that time. Following the Freeman-Ravenwood Agreement, Ravenwood and Cumberland decided to continue their business relationship and executed the Ravenwood-Cumberland Agreement, dated December 11, 2003. The Ravenwood-Cumberland Agreement indicates that Cumberland had already provided valuable services and would "continue to perform such services."

The sale to Freeman closed on January 7, 2005, at which time Ravenwood received an infusion of cash. Because of its better financial condition, Ravenwood was able to contemplate the possibility of working with other developers, a prospect that was not available before the Freeman transaction closed. At this point, Ravenwood and Cumberland again met to discuss their business arrangement and, at that time, executed the Amended Ravenwood-Cumberland Agreement, which also indicates that Cumberland has, and will continue, to provide valuable services to Ravenwood.

From our review of the record, and the documents executed by Ravenwood and Cumberland, it is clear that each of these documents represents the desire for a continued relationship. The trial court acknowledged this fact when it stated that "lots of work was left to be done...when [the Ravenwood-Cumberland Agreement] was entered into, and there were continuing services that both parties expected the plaintiffs would provide." The execution of the Ravenwood-Cumberland Agreement, and the amendment thereto, was precipitated by a change in Ravenwood's financial standing and each document contemplated ongoing services from Cumberland in pursuit of other business opportunities for Ravenwood.

More importantly, the plain language of the buyout provision supports the trial court's finding that consideration existed. It is important to note that the buyout provision contained in the first Ravenwood-Cumberland Agreement was mutual:

This language clearly indicates that both Cumberland and Ravenwood made the same promise, and took the same risk—that, at any time after March 1, 2005, either party could "call," and the other risked not making as much money as it might have. It is also important to note that, when the Ravenwood-Cumberland Agreement was made, the subject property had not been rezoned; consequently, Cumberland risked being paid nothing because the value of the land would not have increased absent a rezoning.8 Subsequently, the mutuality language contained in the buyout clause was omitted in the Amended RavenwoodC-umberland Agreement. The Amended Ravenwood-Cumberland Agreement provides:

Because the reason for the omission of the mutuality language in the Amended Ravenwood-Cumberland Agreement is not contained in the appellate record, whether the omission was intentional or a typographical error is not dispositive. Even if we assume that the mutuality language was intentionally omitted, Cumberland clearly gave additional consideration for the Amended Ravenwood-Cumberland Agreement by assuming four new enumerated services in the Amended Ravenwood-Cumberland Agreement, as set out above.

From the totality of the circumstances, we conclude that sufficient consideration existed for the Letter, the Ravenwood-Cumberland Agreement, and the Amended Ravenwood-Cumberland Agreement.

Illegality/Public Policy

Ravenwood next asserts that Paragraph 7(a) of the Ravenwood-Cumberland Agreement is unenforceable because it allegedly violates the public policy of the State of Tennessee and the laws regulating licensed real estate brokers. The question of whether a contract, or a provision thereof, is against public policy is a question of law. See Vintage Health Resources v. Guiangan, 308 S.W.3d 448 (Tenn. Ct. App. 2009), perm. app denied (Tenn. Feb. 22, 2010).

At trial, the parties stipulated that Cumberland and Mr. Dukes were licensed real estate brokers. However, it is important to note that, in Paragraph 6.4 of the FreemanR-avenwood Agreement, Ravenwood specifically warrants that "no broker or agent has been engaged by it in connection with the negotiation and/or consummation of this Agreement." Nevertheless, Ravenwood now takes the position that Cumberland was acting as a broker in this case. Specifically, Ravenwood contends that, under Tennessee law, a real estate broker can never receive payment from any transaction unless a purchase of land has been completed and the broker is paid a commission. Cumberland argued, and the trial court agreed, that, in the context of this business arrangement, Cumberland was not engaged as a real estate broker.

In support of its argument, Ravenwood relies upon the case of Burton v. Rose, 194 S.W. 575 (Tenn. 1917) for the proposition that an agent or broker who does nothing more than produce a party who enters into an option contract is not entitled to his or her commission. As is relevant to this appeal, the Burton Court concluded that an agent does not "show a performance entitling him to recover the contract percentage by merely producing a person who enters into a contract with the owner by the terms of which it is optional...." Burton, 194 S.W. at 575. Specifically, the Burton Court reasoned that "[n]o absolute purchaser, ready, able, and willing to take the property, is procured in such case." Id. Instead, the agent "must rely upon the option ripening into a sale absolute for his commission." Id. We have reviewed the Burton case and conclude that its holding is limited to this: when a contract establishes a broker's payment based solely upon a commissioned percentage of the sale price, the broker does not get paid until the land actually sells. Id. Consequently, Burton is not controlling in the instant case.

This Court finds more guidance from The Tennessee Real Estate Broker License Act, and specifically Tennessee Code Annotated Section 62-13-102(4)(A), which defines a "broker" as:

By its plain language, the statute specifically contemplates that a broker may be paid by a "fee, commission, finder's fee, or any other valuable consideration." Tenn. Code Ann. § 62-13-102(4)(A); see also Pacesetter Props. Inc. v. Hardaway, 635 S.W.2d 382, 391 (Tenn. Ct. App. 1981) (finding that real estate finder's fees are created by contract and are enforceable upon terms of same). While Ravenwood argues that its fee arrangement with Cumberland was strictly a sale-based commission, the plain language of the parties' agreement establishes a method for payment in case the property does not sell (i.e., the buyout provision, supra). Ravenwood cites Mr. Dukes' testimony that his payment was "contingent" in order to negate the plain terms of the agreement establishing a mechanism for payment in the absence of a sale. In relevant part, Mr. Dukes testified:

A close reading of this section of Mr. Dukes' testimony, however, does not support Ravenwood's argument. Mr. Dukes does not testify that Cumberland's payment is completely contingent upon a sale; rather, he states that some of Cumberland's payment is contingent upon sale and some is contingent upon Cumberland finding a buyer, whether or not the sale is completed. From Mr. Dukes' testimony, and in light of the plain language of the contractual provision, we conclude that neither Cumberland, nor Mr. Dukes, violated The Tennessee Real Estate Broker License Act in the contract made with Ravenwood. The parties' fee agreement is contractual in nature. Although the contract provides for payment to Cumberland, even in the absence of a completed sale, this arrangement does not violate the plain language of the Tennessee Real Estate Broker License Act, which specifically allows a broker to accept "a finders fee, or any other valuable consideration" for its services.

Parole Evidence

Ravenwood asserts that the trial court erred in admitting parol evidence, which it contends altered the terms of the written agreement with Cumberland. Although, as set out above, the court stated that it was aided by the testimony of Mr. Dukes, it is important to note that it was Ravenwood, not Cumberland, that elicited the parol evidence in question during its cross-examination of Mr. Dukes. From the transcript, Ravenwood vigorously cross-examined Mr. Dukes concerning the written agreement. In fact, Ravenwood was so thorough in its cross-examination that Mr. Dukes was questioned about punctuation marks contained in the agreement. To the extent that Ravenwood elicited the testimony to which it now objects, the objection is waived. Palanki ex rel. Palanki v. Vanderbilt Univ., 215 S.W.3d 380. (Tenn. Ct. App. 2006). In Palanki, this Court specifically stated:

Palanki, 215 S.W.3d at 392.

It appears, moreover, that the trial court did not base its judgment on Mr. Dukes' testimony; rather, the court stated that it was aided by this testimony, but then stated that it was relying upon the language of the agreement between the parties, and specifically the language "which refers to agreeing upon the fair market value of the property and membership interest upon which the Plaintiff's fee will be based, the definition of proceeds, and the definition of property." On appeal, Ravenwood contends that Mr. Dukes' testimony lacked credibility. Although the trial court did not make a specific finding that Mr. Dukes was a credible witness, we concede that, to the extent that the trial court was aided by Mr. Dukes' testimony, we can conclude that the trial court did find Mr. Dukes at least somewhat credible. It is well settled that, when the resolution of the issues in a case depends upon the truthfulness of witnesses, the trial judge who has the opportunity to observe the witnesses and their manner and demeanor while testifying is in a far better position than this Court to decide those issues. See McCaleb v. Saturn Corp., 910 S.W.2d 412, 415 (Tenn. 1995); Whitaker v. Whitaker, 957 S.W.2d 834, 837 (Tenn. Ct. App. 1997). The weight, faith, and credit to be given to any witness' testimony lies in the first instance with the trier of fact, and the credibility accorded will be given great weight by the appellate court. Whitaker, 957 S.W.2d at 837; see also Walton v. Young, 950 S.W.2d 956, 959 (Tenn. 1997).

Damages

From our review of the record, it is apparent that Ravenwood's theory of damages has been somewhat inconsistent. In its motion for summary judgment, Ravenwood claimed that Cumberland was entitled to no more than $120,000. However, in closing arguments at trial, counsel for Ravenwood claimed that Cumberland was entitled to "an amount no greater than $93,591.60." And, on appeal, Ravenwood asserts that the proper amount of damages owed to Cumberland is "at most...$143,591.60." In contrast, from the record, it appears that Cumberland has always relied upon the written agreement for its damages calculation. Again, the fee schedule, as set out in the Ravenwood-Cumberland Agreement is as follows:

It is clear from the record, and from the plain language of the contract, that Cumberland's fee is based upon a tiered system. This interpretation is in keeping with the parties' stated goal that Ravenwood wished to provide Cumberland with an incentive to increase the purchase amounts for the ninety-one acres of property with potential buyers. From the entire agreement, we agree with the trial court's determination that "proceeds," as used by the parties includes not only revenue from the sale of the ninety one acre parcel of land, but also (and alternatively) revenue from any sales plus the market value of unsold land at the time Cumberland requested payment under the buyout provision.

It is undisputed that sixty acres of land sold for $867,958. The parties further agreed that the remaining thirty-one acres were worth $2,000,000 when Cumberland exercised its option to be paid. Thus, the total Proceeds are $2,867,958. Pursuant to the tiered fee structure, Cumberland's fee is calculated as follows:

As set out in its order, supra, this is the exact formula used by the trial court. Based upon the language of the contract, we conclude that the trial court properly interpreted the contract and properly calculated Cumberland's fee. Moreover, based upon the provisions of the Ravenwood-Cumberland Agreement, which provides for pre-judgment interest, attorney's fees, and expenses, we conclude that the trial court was correct in awarding these amounts as well. Concerning interest, although the agreement provides for its payment, it does not specify a rate for either pre, or post-judgment interest. Because the contract is specifically governed by Tennessee law,9 Tennessee Code Annotated Section 47-14-123 supports the interest rate applied by the trial court.10

For the foregoing reasons, we affirm the order of the trial court. Costs of this appeal are assessed against the Appellants, Ravenwood Club, Inc. and Ravenwood Country Club, L.L.C., and their surety. Pursuant to the terms of the Ravenwood-Cumberland Agreement, see fn. 9, Cumberland requests that this Court award it attorney's fees and costs in defending this appeal. As specifically set out in Paragraph 13 of the parties' agreement, we conclude that Cumberland, as the prevailing party, is entitled to collect its reasonable attorney's fees and costs incurred in defending this appeal. Therefore, we remand to the trial court for a determination of the appropriate fee amount and for entry of judgment in favor of Cumberland for the attorney fees and expenses.