                                                                                       12/26/2019
               IN THE COURT OF APPEALS OF TENNESSEE
                            AT JACKSON
                             November 14, 2019 Session

 ELVIS PRESLEY ENTERPRISES, INC., ET AL. v. CITY OF MEMPHIS,
                         ET AL.

                Appeal from the Chancery Court for Shelby County
                    No. CH-18-0972 Jim Kyle, Chancellor
                    ___________________________________

                          No. W2019-00299-COA-R3-CV
                      ___________________________________


Appellants appeal the trial court’s grant of Appellees’ Tennessee Rule of Civil Procedure
12.02 motions in this declaratory judgment action. The trial court dismissed Appellants’
complaint on the ground that Appellants had no standing to seek a declaratory judgment
interpreting a contract, to which Appellants were neither parties nor third-party
beneficiaries. We affirm the dismissal of Appellants’ complaint for declaratory judgment
on the ground that the complaint is barred as res judicata.

      Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court
                            Affirmed and Remanded

KENNY ARMSTRONG, J., delivered the opinion of the court, in which CARMA DENNIS
MCGEE, J., joined. J. STEVEN STAFFORD, P.J., W.S., filed a separate opinion, dissenting.

Clarence A. Wilbon, and J. Bennett Fox, Jr., Memphis, Tennessee, for the appellants,
Guesthouse at Graceland, LLC, Elvis Presley Enterprises, Inc., and EPPF, LLC.

Jonathan P. Lakey, and John J. Cook, Memphis Tennessee, for the appellee, City of
Memphis.

David Wade, Clayton C. Purdom, and Rebecca K. Hinds, Memphis, Tennessee, for the
appellee, Shelby County, Tennessee.

John Marshall Jones, and Bruce D. Brooke, Memphis, Tennessee, for the appellee,
Memphis Basketball, LLC.
                                         OPINION

                                       I. Background

        On June 29, 2001, the City of Memphis (“City”), Shelby County, Tennessee
(“County”), and Hoops, LP, the predecessor of Memphis Basketball, LLC (“Memphis
Basketball,” and together with the City and County, “Appellees”) entered into the
Memphis Arena Use and Operation Agreement (the “Agreement”) for construction and
use of the FedEx Forum and the relocation of the Vancouver Grizzlies to Memphis. As is
relevant to this appeal, the Agreement provides that “. . . neither the City/County . . . shall
. . . design, develop, construct or otherwise fund, provide economic or tax benefits or
incentives to . . . any new Competing Facility.” The Agreement defines a “Competing
Facility,” in relevant part, as “any new indoor or covered sports or entertainment arena,
indoor or covered performance facility or other indoor or covered facility that (i) could
compete with the [FedEx Forum] for the booking of any event, or (ii) has or will have a
seating capacity of more than 5,000 persons and fewer than 50,000 persons . . . .”

       The City and County have an industrial development corporation, Economic
Development Growth Engine (“EDGE”), which, among other things, considers
applications of property developers for tax incentive funding (“TIF”). EDGE’s decisions
require subsequent approval by the Memphis City Council, County Commission, and,
ultimately, the State of Tennessee.

       In 2014, Elvis Presley Enterprises, Inc., EPPF, LLC, and Guesthouse at Graceland,
LLC (together, “EPE,” or “Appellants”) presented, to EDGE, its Graceland Economic
Plan, under which EPE proposed to construct a 450-room hotel, and convention, theater,
concert, and museum facilities. EPE was granted a TIF, under which 50% of the excess
property taxes over the Base Tax (as defined in EPE’s agreement with EDGE) would be
captured and allocated to EPE’s project.

In 2017, EPE advised EDGE that it would be submitting a supplement to the Graceland
Economic Plan, which would amend the scope of the original plan to include construction
of a 6,200-seat arena. To finance the arena, EPE sought an adjustment of the TIF to
increase the captured and allocated taxes to 65% above the Base Tax (as opposed to the
original 50%). While EPE’s supplemental plan was pending, it alleges that Memphis
Basketball contacted EDGE claiming that the supplemental plan violated the Agreement,
which prohibits the City or County from providing economic or tax benefits or incentives
for construction of competing facilities.

       On November 15, 2017, EPE filed a complaint for declaratory judgment and
intentional interference with business relations against Appellees (the “First Complaint”).
By order of February 16, 2018, the trial court granted Appellees’ separate motions to
dismiss the complaint. In relevant part, the trial court held:
                                            -2-
             EPE has a legislative and governmental issue but seeks a judicial
      solution . . . .
             In essence, the underlying issue is one of tax divergence, which is a
      matter for the legislative branch of government in cooperation with the
      executive branch of government . . . . Before this Court should consider the
      issue, EPE must have EDGE formally rule that they have rejected the
      Supplemental Plan and that the City Council and County Commission
      formally deny EPE’s appeal of EDGE’s decision . . . .

                                                 ***

            Therefore, since EPE has not exhausted its administrative remedies,
      EPE lacks standing to bring this matter before the Court and all three
      motions to dismiss are hereby GRANTED in their entirety . . . .


On March 7, 2018, the City filed a Tennessee Rule of Civil Procedure 59.04 motion,
asking the trial court to amend certain portions of its February 16, 2018 order. EPE did
not file a response to the Rule 59.04 motion.

      While the City’s Rule 59.04 motion was pending, on April 5, 2018, EDGE voted
to conditionally approve EPE’s supplemental economic plan. Specifically, EDGE
approved the supplemental economic plan contingent on

      either (i) a final, binding, non-appealable ruling . . . or (ii) a binding
      agreement by the parties . . . which binding, non-appealable ruling or
      settlement agreement has the effect of providing that either (A) the Arena is
      not a Competing Facility under the Memphis Arena Use and Operating
      Agreement . . . or (B) the Arena does not violate the Non-Competition
      covenant in the [Agreement], or (C) that the actions of EDGE, the City of
      Memphis and County of Shelby, Tennessee in approving the Arena
      conform with [the Agreement]. . . .

Likewise, on June 4, 2018, the County Commission voted to conditionally approve EPE’s
supplemental economic plan. The contingencies stated in the County’s resolution were
identical to those contingencies set out in EDGE’s conditional approval, supra.1 On June
12, 2018, the City voluntarily withdrew its Rule 59.04 motion.

      EPE did not appeal the trial court’s February 16, 2018 order. Rather, on June 29,
2018, EPE filed a complaint (the “Second Complaint”) in the trial court. In its Second

      1
          On May 8, 2018, the City declined to vote on EPE’s supplemental economic plan.
                                                -3-
Complaint, EPE omitted the intentional interference with business relations claim it had
lodged in the First Complaint and asked only for a declaratory judgment to satisfy the
EDGE/Shelby County resolution contingency. Appellees filed separate Tennessee Rule
of Civil Procedure 12.02 motions to dismiss the Second Complaint on the ground that
EPE had no standing to bring a declaratory judgment action on an Agreement to which it
was neither a party nor a third-party beneficiary. In the alternative, Appellees’ asserted
that the Second Complaint was barred as res judicata. By order of January 15, 2019, the
trial court granted Appellees’ motions to dismiss on its finding that EPE lacked standing
to bring the Second Complaint. EPE appeals.

                                              II. Issues

        EPE raises the following issues as stated in its brief:

        1. Whether the trial court erred in granting Appellees’ motions to dismiss
        and finding that Appellants lacked standing to seek the declaration sought
        in the complaint where Appellants satisfied the three indispensable
        elements of standing.
        2. Whether the trial court erred in granting Appellees’ motions to dismiss
        and finding that Appellants lacked standing where the County conferred
        standing on Appellants and authorized Appellants to pursue the declaration
        requested in the complaint.
        3. Whether the trial court erred in denying Appellants the opportunity to
        conduct discovery on the issue of standing prior to dismissing the
        complaint.
        4. Whether the trial court erred in granting Appellees’ motions to dismiss
        where it did not include any legal basis for the finding that Appellants
        lacked standing.2

Appellees assert that the trial court did not err in granting their Tennessee Rule of Civil
Procedure 12.02 motions to dismiss either because EPE had no standing to bring the
Second Complaint or because the Second Complaint is barred as res judicata.

                                     IV. Standard of Review

        Although the trial court dismissed EPE’s Second Complaint on the ground of lack
of standing, we begin our analysis by addressing the res judicata argument, which was
first raised in Appellees’ Tennessee Rule of Civil Procedure 12.02(6) motions to dismiss.


        2
         Tennessee Rule of Civil Procedure 52.01 provides that: “Findings of fact and conclusions of law
are unnecessary on decisions of motions under Rule[] 12 (i.e., Tennessee Rule of Civil Procedure 12.02) .
. . .”
                                                  -4-
       The Tennessee Supreme Court has explained the interplay between the doctrine of
res judicata and Tennessee Rule of Civil Procedure 12.02 motions to dismiss as follows:

       Res judicata is one of the affirmative defenses that must be included in the
       defendant’s answer. Tenn. R. Civ. P. 8.03. However, in appropriate
       circumstances, it may be raised in a Tenn. R. Civ. P. 12.02(6) motion. For
       a Tenn. R. Civ. P. 12.02(6) motion to be used as a vehicle to assert an
       affirmative defense, the applicability of the defense must “clearly and
       unequivocally appear[] on the face of the complaint.” Givens v. Mullikin
       ex rel. Estate of McElwaney, 75 S.W.3d 383, 404 (Tenn. 2002) (quoting
       Anthony v. Tidwell, 560 S.W.2d 908, 909 (Tenn. 1977)). In other words,
       the plaintiff’s own allegations in the complaint must show that an
       affirmative defense exists and that this defense legally defeats the claim for
       relief. See Ragsdale v. Hill, 37 Tenn. App. 671, 681, 269 S.W.2d 911, 916
       (1954) (holding that a demurrer asserting res judicata was improper when
       the petition being challenged did not mention the prior decree); see also 5B
       Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure §
       1357, at 713-14 (3d ed.2004).

Jackson v. Smith, 387 S.W.3d 486, 491-92 (Tenn.2012). Here, at paragraph 73 of its
Second Complaint, EPE acknowledges the trial court’s February 16, 2018 ruling
dismissing EPE’s First Complaint for lack of standing. As such, the applicability of the
defense of res judicata is “clearly and unequivocally [apparent] on the face of the
complaint.” We now turn to the substantive question of whether the trial court properly
granted the Rule 12.02 motions. The question of whether a claim is barred by the
doctrine of res judicata or claim preclusion is one of law, which this Court reviews de
novo on the record. See, e.g., Jackson v. Smith, 387 S.W.3d 486, 491 (Tenn. 2012).

                                       V. Analysis

       “The doctrine of res judicata or claim preclusion bars a second suit between the
same parties or their privies on the same claim with respect to all issues which were, or
could have been, litigated in the former suit.” Jackson v. Smith, 387 S.W.3d at 491.
Thus, to successfully assert the defense of res judicata in a Rule 12.02(6) motion, the
defendant must show that the plaintiff’s own allegations “clearly and unequivocally”
establish the following elements: (1) that the underlying judgment was rendered by a
court of competent jurisdiction; (2) that the same parties or their privies were involved in
both suits; (3) that the underlying judgment was final and on the merits; and (4) that the
same claim or cause of action was asserted in both suits. Id. (citing Lien v. Couch, 993
S.W.2d 53, 56 (Tenn. Ct. App. 1998)).

     Turning to the elements of res judicata, EPE acknowledged, in its Second
Complaint, that the trial court dismissed its First Complaint on the ground that EPE
                                         -5-
lacked standing because it had failed to procure a decision, from EDGE or the Appellees,
on its supplemental economic plan. EPE did not appeal the dismissal of its First
Complaint. Accordingly, the first element for applicability of the doctrine of res
judicata, i.e., that the underlying judgment was rendered by a court of competent
jurisdiction, is met in this case. Furthermore, it is undisputed that all parties to the
Second Complaint were parties to the First Complaint; thus, the second element, i.e., that
the same parties or their privies were involved in both suits, is met.

       Concerning element three, i.e., that the underlying judgment was final and on the
merits, it is well settled that a final judgment is one that “decides and disposes of the
whole merits of the case leaving nothing for the further judgment of the court.”
Richardson v. Tenn. Bd. Dentistry, 913 S.W.2d 446, 460 (Tenn. 1995) (internal
quotations omitted). In its February 16, 2018 order, the trial court dismissed EPE’s First
Complaint as to all claims and all defendants. As such, the February 16, 2018 order was
final.

       Furthermore, a dismissal on grant of a Tennessee Rule of Civil Procedure 12.02
motion to dismiss operates as an adjudication on the merits. Tennessee Rule of Civil
Procedure 41.02(3) states that “any dismissal . . . other than a dismissal for lack of
jurisdiction or for improper venue or for lack of an indispensable party, operates as an
adjudication upon the merits.” Guided by this Rule, both the Tennessee Supreme Court
and this Court have held that an order granting a motion to dismiss for failure to state a
claim upon which relief can be granted under Tennessee Rule of Civil Procedure 12.02(6)
is an adjudication on the merits. Creech v. Addington, 281 S.W.3d 363, 378 (Tenn.
2009); Boyd v. Prime Focus, Inc., 83 S.W.3d 761, 766 (Tenn. Ct. App. 2001) (“An order
granting a Tenn. R. Civ. P. 12.02(6) motion to dismiss for failure to state a claim upon
which relief can be granted is an adjudication on the merits.”) (citing Dyer v. Intera
Corp., 870 F.2d 1063, 1066 (6th Cir. 1989)). Moreover, in Tennessee, if an order “does
not specify that [the dismissal] is without prejudice or that it should not operate as an
adjudication on the merits, the order should be treated . . . as an adjudication on the
merits.” Id. at 766. Here, the trial court’s dismissal of EPE’s First Complaint was for
lack of standing; thus, the adjudication does not fall within the exceptions to adjudication
on the merits as outlined in Rule 41.02(3), supra. Furthermore, the trial court dismissed
EPE’s First Complaint in full and did not specify that this dismissal should not be treated
as an adjudication on the merits. As such, both prongs of the third element for
application of res judicata, i.e., that the underlying judgment was final and on the merits,
are met.

       As to the fourth element for applicability of the doctrine of res judicata, i.e., that
the same claim or cause of action was asserted in both suits, Tennessee has adopted a
“transactional” approach for determining whether two proceedings constitute the “same
cause of action” for purposes of the fourth element of res judicata. Creech, 281 S.W.3d
at 379. “Two suits . . . shall be deemed the same ‘cause of action’ for purposes of res
                                           -6-
judicata where they arise out of the same transaction or a series of connected
transactions.” Id. In other words, “‘[w]hen a valid and final judgment rendered in an
action extinguishes the plaintiff’s claim . . ., the claim extinguished includes all rights of
the plaintiff to remedies against the defendant with respect to all or any part of the
transaction, or series of connected transactions, out of which the action arose.’” Id. at
379-80 (quoting Restatement (Second) of Judgments § 24(1)). “‘[T]he concept of a
transaction is . . . used in the broad sense,’ and ‘connotes a natural grouping or common
nucleus of operative facts.’” Id. at 380 (quoting Restatement (Second) of Judgments § 24
cmt. b) (footnote omitted).

        In its First Complaint, EPE sought, inter alia, a declaratory judgment “declaring
that [the Agreement] does not prohibit The City, the County, and EDGE from approving
[EPE’s request for adjustment of its TIF based on its supplemental economic plan].” In
its Second Complaint, EPE asks the trial court for a declaratory judgment that the
Agreement does not prohibit EPE from receiving “additional tax incentive funds, or any
other tax incentives,” to build its proposed concert venue. While the language used in the
First Complaint and the Second Complaint differs, the crux of both complaints is whether
the grant of TIF for financing of EPE’s proposed concert venue would violate the
Agreement by and between the Appellees. This Court has stated that, “‘The principal test
for determining whether the causes of action are the same is whether the primary right
and duty or wrong are the same in each case.’” Gerber v. Holcomb, 219 S.W.3d 914, 918
(Tenn. Ct. App. 2006) (quoting Hutcheson v. Tenn. Valley Auth., 604 F. Supp. 543, 550
(M.D. Tenn. 1985)). There can be no question that both complaints arise out of the same
transaction or series of transactions and seek ostensibly the same relief.

       Furthermore, as stated by the Tennessee Supreme Court, “[t]he doctrine of res
judicata . . . bars a second suit between the same parties or their privies on the same
claim with respect to all issues which were, or could have been, litigated in the former
suit.” Jackson v. Smith, 387 S.W.3d at 491 (emphasis added). In other words,

       “the phase of the doctrine of res judicata which precludes relitigation of the
       same cause of action is broader in its application than a mere determination
       of the questions involved in the prior action. The bar of the judgment in
       such cases extends not only to matters actually determined, but also to other
       matters which in the exercise of due diligence could have been presented
       for determination in the prior action.”

Gerber, 219 S.W.3d at 918 (quoting Gaither Corp. v. Skinner, 241 N.C. 532, 85 S.E.2d
909, 911 (1955)). Here, after the trial court entered its February 16, 2018 order
dismissing EPE’s First Complaint, EDGE and the County conditionally approved EPE’s
supplemental economic plan. EPE asserts that the fact that EDGE and County made
approval contingent on a judicial determination that the TIF for the proposed 6,200-seat
arena did not conflict with the Agreement, gave EPE standing, under the Declaratory
                                          -7-
Judgments Act, to seek its declaratory judgment in the trial court. Tenn. Code Ann. § 29-
14-103 (“Any person interested under a . . . written contract, or other writings
constituting a contract, or whose rights, status, or other legal relations are affected by a . .
. contract, or franchise, may have determined any question of construction or validity
arising under the instrument . . . contract, or franchise and obtain a declaration of rights,
status or other legal relations thereunder.”). Indeed, the doctrine of res judicata does not
prevent courts from reconsidering a claim when “the facts have changed or new facts
have occurred” that have altered the parties’ legal rights and obligations. Creech, 281
S.W.3d at 381 (quoting Banks v. Banks, 77 S.W.2d 74, 76 (Tenn. Ct. App. 1934)); White
v. White, 876 S.W.2d 837, 839-40 (Tenn. 1994). However, these new facts must have
occurred after the first adjudication; and they do not include newly discovered evidence
of facts that existed prior to the adjudication. Regions Fin. Corp. v. Marsh USA, Inc.,
310 S.W.3d 382, 394 (Tenn. Ct. App .2009).

       Although EDGE and the County conditionally approved EPE’s supplemental
economic plan after the entry of the February 16, 2018 order dismissing EPE’s First
Complaint, the City filed a Tennessee Rule of Civil Procedure 59.04 motion, which was
pending before the trial court at the time these “new facts” arose. Because the doctrine of
res judicata extends to all issues that “could have been litigated in the first lawsuit,”
Jackson, 387 S.W.3d at 491, the question is whether EPE could have brought the fact of
conditional approval to the trial court’s attention in the first lawsuit.

        In Grisim v. Grisim, 637 S.W.2d 873, 875 (Tenn. Ct. App. 1982), perm. app.
denied (Tenn. Aug. 16, 1982) (citing Tenn. R. App. P. 3(a)), the trial court entered an
order granting husband’s petition for divorce and dismissing wife’s counter-petition for
divorce. After entry of the order, each party filed a timely motion to alter or amend the
trial court’s order under Tennessee Rule of Civil Procedure 59.04. Id. at 872. The
Grisim Court noted that the filing of the motions to amend preserved the power of the
court to revise not only the challenged portion of the order, but also any other aspects of
the order, including the dismissal of wife’s counter-petition. Id. at 875. The court further
noted that

       if part of a judgment is challenged by a post-trial motion and the power of
       the trial court is extended to change such challenged part, then the trial
       court has not finally adjudicated all of the claims, rights and liabilities; and,
       the judgment is subject to revision (including setting aside) before entry of
       final judgment adjudicating all claims, rights and liabilities of the parties.

Id. In other words, so long as a post-trial motion is pending, the trial court’s order is not
final and the proceedings are still pending for purposes of res judicata. See Brown v.
Wal-Mart Discount, No. 01A01-9705-CV-00217, 1998 WL 44958, at *8 (Tenn. Ct. App.
1998) (holding that “Plaintiff’s motion for a new trial effectively preserved the power of
the court to alter the judgment. . . .”), affirmed but criticized on other grounds by Brown
                                               -8-
v. Wal-Mart Discount, 12 S.W.3d 785 (Tenn. Jan. 31, 2000); General Elec. Credit Corp.
v. Allen & Bean, Inc., No. 87-165-II, 1987 WL 19311, *3 (Tenn. Ct. App. 1987) (“[I]t
would appear that a motion for new trial would preserve the power of the Trial Court to
alter or amend.”); Mahan v. Mahan, No. M1999-01366-COA-R3-CV, 2000 WL
1701988, *8 (Tenn. Ct. App. Nov. 15, 2000) (“One effect of the motion to alter or amend
was that it prevented the order divorcing the parties and distributing the property from
becoming final.”).

        Our opinion in Regions Financial Corp. v. Marsh USA, Inc., 310 S.W.3d 382
(Tenn. Ct. App. 2009), is instructive concerning the application of the doctrine of res
judicata in cases where the new facts could have been litigated in the first lawsuit.
Therein, Regions argued that its claims were not barred by res judicata where those
claims were based on facts that allegedly had been concealed by a group of defendants
referred to as the “Excess Insurers.” Id. at 386. Regions had filed a federal court case
against the Excess Insurers for breach of contract and appealed that case to the Sixth
Circuit. While that case was on appeal, Regions discovered facts that “occurred before it
filed suit in District Court but which [Regions] claims it had not discovered until it
appealed to the Sixth Circuit.” Id. at 394. Based on the new facts, Regions then filed the
state court action asserting similar claims as in the federal court case. Id. at 389-90. The
state trial court dismissed Regions’ claims on res judicata grounds. Id. at 389. The trial
court rejected Regions’ argument that Regions could not have relied on these facts in the
earlier federal court case because the facts had allegedly been concealed until “several
months after the District Court disposed of the parties’ post-trial motions and after
Regions had filed its appeal to the Sixth Circuit.” Id. at 394. The trial court held that the
relevant facts were “known before the [Sixth Circuit] ruled and there was plenty of time
to raise or present those facts to either the District Court or the [Sixth Circuit].” Id.
(quoting trial court’s holding). Specifically, the trial court found that Regions could have
raised the new claims in the federal court through a Federal Rule of Civil Procedure 60(b)
motion. Having failed to do so, the trial court dismissed the case as res judicata. This
Court affirmed. Id. at 394-95. However, in Creech, which was decided shortly after
Regions, the Tennessee Supreme Court cautioned

       There are a number of circumstances in which a second action by a plaintiff
       against the same defendant might be necessary and appropriate even though
       the second suit arises out of the same transaction or series of connected
       transactions as the first suit. See Restatement (Second) of Judgments §
       26(1). . . . [W]e observe that even where two claims arise out of the same
       transaction, the second suit is not barred by res judicata unless the plaintiffs
       had the opportunity in the first suit to fully and fairly litigate the particular
       issue giving rise to the second suit.

Creech, 281 S.W.3d at 381-82.

                                             -9-
       With the foregoing in mind, we turn to the record. From the trial court’s February
16, 2018 order dismissing the First Complaint, all parties were aware that EPE’s standing
was a primary issue. From its averments in the Second Complaint, EPE was also aware
that EDGE and the County’s imposition of conditions on the approval of the
supplemental economic plan could affect EPE’s standing in the declaratory judgment
action. Specifically, the Second Complaint states that:

       As a matter of law, based on The Graceland TIF, The County Resolution
       and The EDGE Resolution, including their specific mandates requiring EPE
       to have this Court interpret The Arena Use Agreement, and The City
       Council’s position that EPE’s request is not ripe for consideration because
       this Court has yet to interpret The Arena Use Agreement, and the impact of
       The Arena Use Agreement is having on The Graceland TIF and EPE’s
       other legal rights, interest, and privileges, EPE has an absolute right to seek
       the declaratory relief sought herein . . . .

        It is undisputed that EDGE and the County’s contingent approvals of EPE’s
supplemental plan occurred during the time that the City’s Rule 59.04 motion was
pending in the first lawsuit. Under Grisim and its progeny, discussed supra, while the
Rule 59.04 motion was pending, the trial court’s order was not final and the proceedings
were still pending. As such, EPE was in a position to file its own Rule 59.04 motion in
the first lawsuit to bring these new facts to the trial court’s attention. Furthermore, under
the holding in Regions, even after the City withdrew its Rule 59.04 motion on June 12,
2018, EPE could have filed a Rule 60 motion to bring the contingent approvals to the trial
court’s attention. EPE did neither of these things. Having failed to avail itself of the
opportunity to raise these new facts in the first lawsuit, we conclude that EPE’s Second
Complaint is barred as res judicata. Although the trial court relied on EPE’s lack of
standing in dismissing the Second Complaint, it is well settled that this Court may affirm
a judgment on different grounds than those relied on by the trial court when the trial court
reached the correct result. Continental Cas. Co. v. Smith, 720 S.W.2d 48, 50 (Tenn.
1986); Arnold v. City of Chattanooga, 19 S.W.3d 779, 789 (Tenn. Ct. App. 1999); Allen
v. National Bank of Newport, 839 S.W.2d 763, 765 (Tenn.Ct.App.1992); Clark v.
Metropolitan Gov't, 827 S.W.2d 312, 317 (Tenn. Ct. App. 1991). Our ruling that EPE’s
action is barred as res judicata is dispositive of the case; therefore, we will not address
the other issues presented by the parties.




                                           - 10 -
                                   V. Conclusion

        For the foregoing reasons, we affirm the order of the trial court. The case is
remanded for such further proceedings as may be necessary and are consistent with this
opinion. Costs of the appeal are assessed to the Appellants, Guesthouse at Graceland,
LLC, Elvis Presley Enterprises, Inc., and EPPF, LLC, for all of which execution may
issue if necessary.




                                                 _________________________________
                                                 KENNY ARMSTRONG, JUDGE




                                        - 11 -
