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Author: Jesus "Jesse" D. Gonzalez Jr. J.D. Candidate at Nashville School of Law
Originally Published: https://fieldtoforum.com/incomplete-tar-forms-1
TITLE
Are Tennessee Real Estate Agents Required to Complete Every Field in a TAR Form? A Legal Memo on Fiduciary Duty and Licensing Risk.
FACTS
In Tennessee residential real estate transactions, licensed agents who are members of the Tennessee Association of REALTORS® (TAR) routinely rely on standardized, fill-in-the-blank forms developed by the association. These TAR forms are accessible only to REALTORS®, a term that refers specifically to TAR members, and govern nearly every phase of a residential transaction, including the widely used Purchase and Sale Agreement. Tennessee-licensed REALTORS® owe fiduciary duties to their clients under state law. These duties inform expectations of diligence, disclosure, and care, particularly in the preparation and submission of contractual documents.
Many of the fields in TAR forms are designed to capture essential, rather than incidental, aspects of the deal. These may include purchase price allocations, earnest money deposits, title contingencies, responsibility for special assessments, or the inclusion of personal property. When such terms are left incomplete, the potential for post-contract ambiguity or dispute increases substantially.
In practice, however, it is not uncommon for REALTORS® to submit TAR forms, including binding agreements, with multiple blank or incomplete sections, even where the blanks pertain to potentially material provisions. These omissions often appear in both property-specific and cost-allocation clauses. Notably, the TAR forms themselves provide no explicit guidance on whether such blank fields are optional, mandatory, or subject to interpretation if left unfilled.
ISSUE
Whether a Tennessee REALTOR®’s failure to complete all blank fields in TAR-provided real estate forms constitutes a breach of fiduciary duty or a violation of applicable licensing standards.
RULES
T.C.A. § 62-13-312 (b). (2009) – Disciplinary Grounds
(b) The commission shall have the power to refuse a license for cause or to suspend or revoke a license where it has been obtained by false representation or by fraudulent act or conduct, or where a licensee, in performing or attempting to perform any of the acts mentioned herein, is found guilty of:
(1) Making any substantial and willful misrepresentation;
T.C.A. § 62-13-403 . (2009) – Duty of Reasonable Skill and Care
(1) Diligently exercise reasonable skill and care in providing services to all parties to the transaction.
Burks v. Elevation Outdoor Advertising , LLC. 220 S.W.3d 478, 483 (Court of Appeals of Tennessee 2006)
“The purpose of the Real Estate Broker License Act of 1973 is to protect the public from irresponsible or unscrupulous people engaged in real estate.”
Raffles v. Wichelhaus , 159 Eng. Rep. 375 (Ex. 1864)
“There is no contract where the parties attach materially different but equally reasonable meanings to a ter Blank fields in TAR forms create an even mom, and neither knows or has reason to know the meaning attached by the other.”
Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp. , 190 F. Supp. 116 (S.D.N.Y. 1960).
The court held that even familiar terms like “chicken” could be ambiguous depending on context, trade usage, and intent.
Pac. Gas & Elec. Co. v. G.W. Thomas Drayage & Rigging Co., 69 Cal. 2d 33 (1968).
Court emphasized that seemingly unambiguous contract language may require extrinsic evidence to determine its meaning.
TREC ( Tennessee Real Estate Commission ) Rule 1260-02.08 – Offers to Purchase
“Brokers and affiliate brokers shall make certain that all of the terms and conditions of the real estate transaction are included in the contract to purchase.”
ANALYSIS
Whether a Tennessee REALTOR®’s failure to complete all blank fields in TAR-provided real estate forms constitutes a breach of fiduciary duty or a violation of applicable licensing standards.
T.C.A. § 62-13-403 imposes specific statutory duties on real estate licensees in Tennessee. These include the duty to “diligently exercise reasonable skill and care in providing services to all parties to the transaction.” The statute was enacted to codify baseline professional conduct standards and is applicable across all real estate transactions involving a licensed broker or agent.
Under T.C.A. § 62-13-403(1), Tennessee REALTORS® must exercise reasonable skill and care throughout a transaction, including in the drafting and execution of documents that materially affect the rights and obligations of the parties.
In Tennessee, TAR forms serve as the default vehicle for documenting real estate agreements. These forms include numerous blank fields intended to be completed with terms negotiated by the parties, terms that may relate to price, earnest money, title contingencies, special assessments, or other significant matters. Nonetheless, it is not uncommon for agents to submit these forms with multiple fields left incomplete, even when those blanks relate to terms that would reasonably be considered material.
Leaving critical fields blank in a binding real estate agreement may fall short of the statutory duty to exercise reasonable skill and care. A client reasonably expects their agent to ensure that key terms are captured clearly and accurately in the documentation. Failure to do so could lead to confusion, contractual disputes, or even loss of legal rights, outcomes the statute was designed to prevent. Therefore, an agent’s omission of material terms from a TAR form may constitute a breach of this statutory duty, particularly where the omissions create ambiguity or expose the client to avoidable risk.
This duty-based framework is reinforced by TREC’s (Tennessee Real Estate Commission) power to impose disciplinary sanctions.
T.C.A. § 62-13-312 outlines the disciplinary grounds upon which the Tennessee Real Estate Commission may refuse, suspend, or revoke a license. Subsection (b)(1) specifically authorizes disciplinary action when a licensee is found guilty of “making any substantial and willful misrepresentation” in the performance of licensed activities.
Under § 62-13-312(b)(1), a licensee may face disciplinary consequences, including suspension or revocation, for engaging in a substantial and willful misrepresentation during a real estate transaction.
When Tennessee REALTORS® leave material fields blank in a TAR purchase agreement, particularly without explanation or notice to the client, it may give the appearance that those terms are either resolved or unimportant. A buyer or seller could reasonably interpret a blank line as meaning no obligation or zero cost, when in fact that term may be contested or simply unaddressed. These omissions may ultimately mislead the client about the scope or clarity of their contractual commitments.
If a REALTOR® knowingly submits a TAR form with critical blank fields, and those omissions mislead a client into misunderstanding the scope of the agreement, such conduct could rise to the level of a substantial and willful misrepresentation. This risk is heightened when the omitted terms involve financial obligations, property conditions, or other deal-defining provisions. Even if not affirmatively false, the failure to disclose or explain the significance of blank fields may misrepresent the completeness of the contract. In such cases, § 62-13-312(b)(1) could provide grounds for disciplinary action against the agent.
The Tennessee Real Estate Commission (TREC) promulgates rules that govern the conduct of licensed brokers and affiliate brokers. TREC Rule 1260-02-.08 addresses the agent’s duty in the context of contract formation, specifically requiring that “brokers and affiliate brokers shall make certain that all of the terms and conditions of the real estate transaction are included in the contract to purchase.”
TREC Rule 1260-02-.08 establishes that brokers have an affirmative obligation to ensure that all terms and conditions of a transaction are reflected in the written purchase contract. This regulatory mandate reinforces the principle that agents must not leave material provisions vague, unstated, or implied.
In the standard practice of using TAR forms for residential transactions, REALTORS® frequently submit documents with numerous blank fields. These omissions are often not trivial; they may relate to fundamental terms such as payment responsibilities, closing costs, or the status of included fixtures or assessments. Despite the significance of these fields, the forms are sometimes treated as complete even when these sections are left blank.
Leaving essential terms out of a real estate purchase contract directly contravenes the TREC rule’s requirement that all conditions be fully documented. A REALTOR® who fails to complete fields that affect the parties’ obligations, whether through oversight or expedience, risks violating this regulatory duty. Such omissions frustrate the rule’s purpose, which is to promote transactional clarity and protect clients from post-closing disputes stemming from undocumented terms. Accordingly, an incomplete TAR form, especially when it omits material provisions, may place the REALTOR® in violation of TREC Rule 1260-02-.08.
This regulatory expectation is mirrored in how Tennessee courts interpret the licensing statute’s protective purpose.
In Burks v. Elevation Outdoor Advertising, LLC, 220 S.W.3d 478 (Tenn. Ct. App. 2006), the Tennessee Court of Appeals interpreted the purpose of the Real Estate Broker License Act of 1973. The court emphasized that the Act was intended to protect the public from “irresponsible or unscrupulous people engaged in real estate,” reflecting a strong policy interest in maintaining professional standards within the industry.
The central rule from Burks is that Tennessee’s real estate licensing framework is designed to protect the public interest by ensuring that licensees adhere to professional and ethical standards.
When a REALTOR® submits a TAR form with incomplete fields, particularly when those fields affect material terms of the transaction, the risk of client confusion, misunderstanding, or harm increases. These omissions may result in buyers or sellers making decisions based on the false assumption that all terms are accounted for or agreed upon, potentially undermining the integrity of the transaction.
The pattern of submitting incomplete contracts directly implicates the purpose of public-protection articulated in Burks. Allowing agents to routinely omit material information from standardized forms compromises the very safeguards the licensing framework was meant to uphold. Such conduct may not only harm individual clients but also erode public trust in the real estate profession. Accordingly, leaving material blanks in transactional documents may be viewed as inconsistent with the Act’s protective purpose and could justify disciplinary scrutiny under that broader statutory mandate.
The legal risk posed by such omissions is not limited to professional discipline, it also extends to contract enforceability. Courts have long grappled with the consequences of ambiguity in contractual terms, as illustrated in the classic case of Raffles v. Wichelhaus.
Raffles v. Wichelhaus, 159 Eng. Rep. 375 (Ex. 1864), involved a dispute where two parties agreed to ship goods on a vessel named “Peerless,” but each party had a different ship in mind. Because the parties attached materially different but equally reasonable meanings to a key contract term, and neither was aware of the other’s understanding, the court held that no binding contract existed.
Raffles stands for the rule that when parties attach materially different but reasonable interpretations to an essential contract term, and neither party knows or has reason to know of the other’s interpretation, no meeting of the minds occurs, and the contract may be void for mutual misunderstanding.
Blank fields in TAR forms, especially those involving terms like payment obligations, title conditions, or personal property, can lead to materially different interpretations between buyer and seller. One party may assume a blank means the term is excluded or waived, while the other may expect it to be negotiated or resolved later. When these blanks go unexplained or unnoticed, each party may move forward under a different understanding of the same contract.
The omission of material terms in a purchase agreement can create exactly the kind of ambiguity that Raffles warns against. Where contract language is incomplete or unclear, and the parties hold conflicting but reasonable interpretations, courts may find no enforceable agreement at all. This exposes both clients and agents to significant legal and financial risk. For a REALTOR®, failing to clarify or complete such terms not only jeopardizes contract enforceability but also may fall short of the professional duty to protect clients from foreseeable disputes rooted in ambiguity.
In Frigaliment Importing Co. v. B.N.S. International Sales Corp., 190 F. Supp. 116 (S.D.N.Y. 1960), the dispute centered on the meaning of the word “chicken” in a contract. The buyer believed the term referred only to young broilers, while the seller argued it included stewing hens. The court examined trade usage, prior negotiations, and conduct to determine the parties’ intent, ultimately concluding that the ambiguity could not be resolved in the buyer’s favor without clearer proof of a narrower meaning.
Frigaliment demonstrates that even seemingly plain contract terms may be ambiguous if the context reveals competing, reasonable interpretations. In such cases, courts look to extrinsic evidence, industry standards, prior dealings, and intent, to resolve the meaning, and ambiguity may defeat enforceability if intent is unclear.
In TAR real estate forms, blank fields often correspond to terms that carry technical or negotiable significance, such as responsibility for closing costs or allocation of repairs. Leaving these fields blank without explanation can result in both parties proceeding under different, but equally reasonable, assumptions about what the contract includes or excludes.
Like the undefined “chicken” in Frigaliment, a blank line in a TAR form does not necessarily speak for itself. Its meaning may depend on context, trade practices, or verbal assurances. Yet without written clarification, the potential for conflicting interpretations increases. This undermines contract certainty and may expose clients to avoidable legal disputes. A REALTOR® who fails to complete or explain material blank fields risks facilitating agreements that are ambiguous, incomplete, or ultimately unenforceable outcomes at odds with professional duty and client protection.
In Pacific Gas & Electric Co. v. G.W. Thomas Drayage & Rigging Co. , 69 Cal. 2d 33 (1968), the California Supreme Court rejected a purely literal approach to contract interpretation. The dispute arose over a clause in a contract to indemnify for property damage. Although the language seemed unambiguous, the court permitted extrinsic evidence to show that the parties may have intended a different meaning, holding that a contract’s apparent clarity does not preclude the need for contextual interpretation.
Pacific Gas establishes that contract terms, even those that appear facially unambiguous, may require extrinsic evidence to determine their true meaning. Courts must consider the surrounding circumstances, negotiations, and intent of the parties before declaring a contract provision clear.
Blank fields do not merely create ambiguity, they eliminate any interpretable language, leaving courts and clients without clear guidance. When REALTORS® leave these fields empty without documentation or explanation, clients are left to assume, often incorrectly, that their expectations are shared and legally reflected in the agreement.
Following Pacific Gas, even a filled-in contract may require context to resolve disputes over meaning. Where fields are left blank, the interpretive challenge is greater. Without clear terms, courts may struggle to determine the parties’ intent, particularly in the absence of extrinsic evidence. For this reason, a REALTOR® who fails to fill in material terms not only risks ambiguity but may also deprive clients of the evidentiary foundation needed to enforce their expectations. This failure is inconsistent with professional duties of care and diligence and exposes clients to unnecessary risk.
CONCLUSION
The failure of Tennessee REALTORS® to complete all fields in TAR-provided real estate forms presents not only a practical risk to transaction clarity, but a legal risk of breach under fiduciary and regulatory standards. Under T.C.A. § 62-13-403, agents owe clients a duty of reasonable skill and care, which includes ensuring that all material terms are clearly documented. TREC Rule 1260-02-.08 reinforces this by requiring that all terms and conditions be reflected in the purchase contract. When agents leave key provisions blank, they not only risk misleading their clients, potentially triggering disciplinary consequences under T.C.A. § 62-13-312, but also compromise the enforceability of the agreement itself.
Courts interpreting such agreements increasingly follow the modern approach endorsed in Pacific Gas, allowing extrinsic evidence to determine parties’ intent even when language appears facially clear. Yet an incomplete form lacking integration safeguards or context leaves courts with little to interpret and parties without meaningful recourse. Where blank spaces obscure or distort the deal’s actual terms, the resulting ambiguity can invalidate the agreement altogether, as Raffles and Frigaliment illustrate. Because many TAR forms include integration clauses, courts may presume the document to be the entire agreement, making the risks of omission even greater.
In sum, the practice of submitting TAR forms with blank material fields is not a benign convenience. It implicates legal duties, licensing rules, and contract interpretation doctrines that all point to one conclusion: REALTORS® must treat form completion as an essential aspect of professional diligence, not an optional detail.
Legal Authorities Cited:
T.C.A. § 62-13-403 – Duty of Reasonable Skill and Care
T.C.A. § 62-13-312 – Disciplinary Grounds for Licensees
TREC Rule 1260-02-.08 – Offers to Purchase
Burks v. Elevation Outdoor Advertising, 220 S.W.3d 478 (Tenn. Ct. App. 2006)
Raffles v. Wichelhaus, 159 Eng. Rep. 375 (Ex. 1864)
Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp., 190 F. Supp. 116 (S.D.N.Y. 1960)
Pacific Gas & Electric Co. v. G.W. Thomas Drayage & Rigging Co., 69 Cal. 2d 33 (1968)
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