                                                                                                  01/23/2019
                    IN THE COURT OF APPEALS OF TENNESSEE
                               AT KNOXVILLE
                                     December 5, 2018 Session

    ADRIAN LYNN MCWILLIAMS ET AL. v. BRENDA CHANEY VAUGHN
                           ET AL.

                   Appeal from the Chancery Court for Hamilton County
                  No. 03-0219, 11-0697   Jeffrey M. Atherton, Chancellor
                          ___________________________________

                                 No. E2017-01942-COA-R3-CV
                             ___________________________________


Following a bench trial, the Hamilton County Chancery Court determined that Appellants
had converted the assets of a check-cashing business, to the detriment of the majority
shareholder, Appellee. Appellants argue that the trial court erred in a 2011 decision to
grant Appellee partial summary judgment and to prohibit Appellants from raising any
claims or defenses based on the Uniform Fraudulent Transfer Act at trial. Because we
have determined that the trial court’s 2011 grant of summary judgment to Appellee was
erroneous, the decision of the trial court is vacated and remanded

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

J. STEVEN STAFFORD, P.J., W.S., delivered the opinion of the court, in which D. MICHAEL
SWINEY, C.J., AND JOHN W. MCCLARTY, J., joined.

Phillip E. Fleenor, Chattanooga, Tennessee, for the appellants, Adrian Lynn McWilliams
and Cash Mart, LLC.

Randall D. Larramore, Chattanooga, Tennessee, for the appellee, Brenda Chaney Vaughn

                                   MEMORANDUM OPINION1

1
    Rule 10 of the Rules of the Court of Appeals of Tennessee provides:

          This Court, with the concurrence of all judges participating in the case, may affirm,
          reverse or modify the actions of the trial court by memorandum opinion when a formal
          opinion would have no precedential value. When a case is decided by memorandum
          opinion it shall be designated “MEMORANDUM OPINION,” shall not be published, and
          shall not be cited or relied on for any reason in any unrelated case.
                                              Background

       The present case commenced in 2003 and has been described by the parties as a
“business divorce.”2 In 1997, Cash Mart, LLC (“Cash Mart”) registered as a Tennessee
limited liability company, and became engaged in the business of check cashing and
deferred presentment services. Adrian Lynn McWilliams (“McWilliams” or, collectively
with Cash Mart, “Appellants”) and Stuart Vaughn were the initial members of Cash Mart,
while Oscar Vaughn (“Mr. Vaughn”) was a long-time employee of Cash Mart. On May
23, 2001, McWilliams and Mr. Vaughn entered into an employment agreement and
option contract in which they, along with Cash Mart, agreed that Mr. Vaughn was
granted an option to purchase 73.33% of Cash Mart for a sum of $100.00. Around the
same time, Stuart Vaughn and McWilliams executed an agreement by which Stuart
Vaughn sold his remaining interest in Cash Mart to McWilliams. As such, McWilliams
became the sole member of Cash Mart, while Mr. Vaughn continued to be employed with
Cash Mart and was tasked with maintaining the books and records for the business along
with other various duties.

       On February 21, 2003, Appellants filed a verified complaint against Mr. Vaughn
in the Chancery Court of Hamilton County (“trial court”). The complaint alleged that Mr.
Vaughn was systematically embezzling money from Cash Mart and using Cash Mart
credit cards for his personal entertainment and expenses. Appellants asked the court to
award Cash Mart a monetary judgment, amount to be determined at trial, as well as a
Writ of Possession for all of the books and records of Cash Mart. Moreover, the
Appellants asked the court to determine that Mr. Vaughn’s option to purchase 73.33% of
Cash Mart was void.

        Following the filing of the complaint, in May of 2003, Mr. Vaughn married
Brenda Chaney Vaughn (“Appellee” or “Mrs. Vaughn”) and only fourteen days later, Mr.
Vaughn exercised his option to purchase 73.33% of Cash Mart by notifying Appellants
via letter and enclosing a check for $100.00. Concomitantly, Mr. Vaughn transferred his
interest in Cash Mart to Mrs. Vaughn. In the meantime, McWilliams incorporated a new
business called America’s Cash Mart (“ACM”) and began operating ACM in all of Cash
Mart’s previous locations.

      Mrs. Vaughn filed an intervening complaint in the instant action on November 18,
2003, alleging that she was the majority shareholder of Cash Mart and as such had an
        2
          At the outset, we must note that the record in this case is particularly voluminous, yet a
substantial amount of the record is inapposite to the dispositive issues in this appeal. Because these parties
have chosen to conduct themselves in an unnecessarily litigious manner, the procedure followed by the
parties and the trial court has been difficult to discern in this appeal. Rather than tax the length of this
Opinion with details of the parties’ superfluous disputes over the past sixteen years, we have opted to
include only the facts and events that are salient to the resolution of this appeal.
                                                    -2-
interest in the subject of the litigation. Mrs. Vaughn further alleged that McWilliams was
liable for breach of contract, intentional interference with a business relationship,
conversion of Cash Mart’s assets, and violation of his fiduciary duty of loyalty. On
January 2, 2004, the trial court ruled, upon motion for partial summary judgment filed by
Mr. Vaughn, that the employment and option contract entered into by Appellants and Mr.
Vaughn in 2001 was a valid and enforceable contract.

       In the meantime, the trial court allowed Mrs. Vaughn’s intervention as a plaintiff,
and Mrs. Vaughn filed an amended complaint adding ACM as a defendant.3 The
amended complaint alleged that ACM converted Cash Mart’s assets and that ACM was
the alter ego of McWilliams. Appellants responded to Mrs. Vaughn’s complaint by
arguing that she failed to state a claim for which relief could be granted and that the
transfer of interest in Cash Mart from Mr. Vaughn was fraudulent and should thus be set
aside.

       Next, Appellants filed a motion for partial summary judgment on April 12, 2004,
asking the court for a judgment on the amount of money and assets that Mr. Vaughn had
embezzled from Cash Mart; specifically, Appellants alleged the total amount to be
$252,202.54, and further averred that the undisputed material facts supported Appellants’
calculations. Appellants also asked the trial court to bifurcate the matters into two
separate trials,4 and again alleged that the transfer of Mr. Vaughn’s interest in Cash Mart
to his wife was fraudulent and should be set aside. Appellants requested that all matters
should be stayed pending a resolution of the question of whether the transfer to Mrs.
Vaughn was fraudulent.

       It is rather difficult to discern the outcome of Appellants’ motion because of the
state of the record in this case, although it appears that the trial court held a hearing on
the motion on May 4, 2004. However, there is no resultant order from the May 4, 2004
hearing, nor is there a transcript of the proceedings. Thus, it is unclear how this first
motion for summary judgment was resolved. Regardless, on July 8, 2004, Appellants
filed an amended complaint against both Mr. and Mrs. Vaughn, alleging fraudulent
breach of trust, and arguing that the contract between Mr. Vaughn and Appellants was
invalid.5 The trial court held another hearing July 28, 2004, in which it determined that
the two matters would be bifurcated into separate trials, and that “matters related to . . .
Fraudulent Conveyance are to be heard in a separate trial.” This order was entered
August 25, 2004.


        3
            ACM was later voluntarily dismissed and is not a party to this appeal.
        4
           To be clear, the first matter involves McWilliams and Cash Mart versus Mr. Vaughn; the second
matter involves Mrs. Vaughn versus McWilliams, Cash Mart, and America’s Cash Mart.
         5
           Although the parties in this case filed many perplexing pleadings and motions throughout this
case, this allegation is especially perplexing in light of the fact that the trial court had already ruled that
the employment agreement and option were in fact valid.
                                                    -3-
        After this point, it becomes increasingly difficult to discern what happened at the
trial level.6 As best we can discern, this matter was continued several times as the parties
engaged in discovery. While a trial in the matter of McWilliams and Cash Mart versus
Mr. Vaughn was set for February of 2005, this trial did not take place and no further
action was taken until 2007 when the Clerk & Master held a hearing on the claims against
Mr. Vaughn. This resulted in an eventual settlement between Mr. Vaughn and Appellants
and a judgment of $125,000.00 was entered against Mr. Vaughn in favor of Appellants.
An agreed order was entered February 6, 2009, stating that any further claims between
Appellants and Mr. Vaughn were expressly waived. Importantly, the agreed order also
noted that the matters related to Mrs. Vaughn’s claims against McWilliams, Cash Mart,
and ACM were still pending and were unaffected by the entry of the agreed order.7

       Accordingly, only the case between Appellants and Mrs. Vaughn remained, and
the actions taken by the parties from this point forward are those most relevant to the
issues now on appeal. On March 18, 2010, Appellants again moved for partial summary
judgment, this time asking the court to determine that Mrs. Vaughn was not a member of
Cash Mart and as such lacked standing to bring her claims. In support, Appellants
provided the operating agreement of Cash Mart, and drew the trial court’s attention to a
provision in the agreement which stated that “[n]o assignment of all or any part of a
Member’s membership Interest to a Person who is not already a Member of the Company
shall be effective unless such Assignment is approved by the unanimous written consent
of all members[.]” According to Appellants, Mr. Vaughn was incapable of validly
transferring any membership interest to a non-member without first getting written
consent from all members.

       Mrs. Vaughn filed a written response, as well as a cross-motion for partial
judgment on the pleadings, in which she averred that the employment agreement and
option contract were valid and enforceable and that the trial court’s January 2, 2004 order
had already dealt with this issue. Appellants responded to Mrs. Vaughn’s motion by
arguing that the validity of the transfer from Mr. Vaughn to Mrs. Vaughn was not
actually addressed by the January 2004 order, and that the court had only determined the
validity of the initial contract between Appellants and Mr. Vaughn.

        Mrs. Vaughn then filed yet another motion, this time asking the trial court for
partial summary judgment on the validity of the transfer of the option from her husband.
Therein, Mrs. Vaughn argued that pursuant to the option contract, the only requirements
for a proper transfer were for Mr. Vaughn to give notice to Appellants and to pay
        6
           The confusion in this case is exacerbated by the fact that the original trial judge recused himself
with no explanation, causing the parties to file several motions attempting to discern the reason for the
recusal. Moreover, both parties changed counsel several times throughout this case.
         7
           Specifically, the order stated “that other matters remain pending in this matter, including the
claim of the Intervening Plaintiff, Brenda Chaney Vaughn, against Intervening Defendants Adrian Lynn
McWilliams and America’s Cash Mart, Inc.”
                                                    -4-
Appellants $100.00. Because these steps were taken, Mrs. Vaughn asserted that the
transfer of the option was valid and that she was entitled to a judgment that she owned
73.33% of Cash Mart and any successor businesses. Notably, this motion did not seek
summary judgment regarding any fraudulent conveyance claim or defense. Appellants
responded in opposition to Mrs. Vaughn’s motions for partial summary judgment, again
raising the issue of whether the transfer to Mrs. Vaughn was fraudulent and thereby void.

        On February 16, 2011 the trial court held a hearing on the parties’ various
motions,8 and an order was entered in which the trial court determined that Mrs. Vaughn
owned 73.33% of the interest in Cash Mart. In addressing Appellants’ partial motion for
summary judgment, the trial court determined that the language of the operating
agreement was inapposite because Mr. Vaughn and Appellants entered into the
employment agreement and option contract years after the operating agreement was
drafted. Moreover, the trial court agreed with Mrs. Vaughn that all of the necessary steps
had been taken to effectuate the exercise and transfer of the option. With regard to
Appellants’ assertion that Mrs. Vaughn’s motion should be denied on the basis that the
transfer was fraudulent, the trial court was unpersuaded. It wrote that (1) Appellants
failed to properly support the motion because they did not file an affidavit alleging that
Mr. Vaughn was insolvent at the time of the transfer; (2) Appellants had waived any and
all claims against Mr. Vaughn in the 2009 agreed order and any claims related to
fraudulent transfers would have to be brought against Mr. Vaughn; and (3) Mrs. Vaughn
put forth evidence indicating that consideration supported the transfer of the option from
Mr. Vaughn. Accordingly, it was determined that Mrs. Vaughn indeed owned 73.33% of
Cash Mart, and her motion for partial summary judgment was granted.

       As a result, Appellants again moved the court on May 20, 2011 for partial
summary judgment, this time explicitly alleging that the transfer to Mrs. Vaughn was
fraudulent and should be set aside pursuant to Tennessee Code Annotated section 66-3-
308.9 Appellants also pointed out that the previous order of the trial court incorrectly
dealt with this issue, as it apparently granted Mrs. Vaughn summary judgment despite the
fact that no party had asked the court for summary judgment on whether the transfer was
fraudulent.

        In response, the trial court held a hearing on Appellants’ motion for summary
judgment and other pending motions. An order was entered July 18, 2011, in which the
trial court decided the other pending motions, but concluded that the issue of a fraudulent
conveyance was still outstanding and had not been resolved by the March 2011 order.
        8
           The record does not contain a transcript of this hearing.
        9
           Tennessee Code Annotated section 66-3-308 governs the remedies of creditors under
Tennessee’s Uniform Fraudulent Transfers Act (“UFTA”). This section provides that “In an action for
relief against a transfer or obligation under this part, a creditor, subject to the limitations in § 66-3-309,
may obtain . . . avoidance of the transfer or obligation to the extent necessary to satisfy the creditor’s
claim.”
                                                    -5-
The trial court reversed course on July 28, 2011, however, filing an amended order in
which it decided that the fraudulent conveyance issue had in fact been dealt with by the
March 2011 order, and as such Appellants’ motion was denied as moot. The trial court
further noted that even if the motion were properly before the court, it would have to be
denied because disputed material facts still existed, such as the issue of Mr. Vaughn’s
insolvency at the time of the transfer. In spite of its acknowledgement that material facts
were in dispute, the trial court went on to conclude that “the defense submitted by
[Appellants] under the Uniform Fraudulent Transfer Act is not subject to being heard at
the trial of this cause.”

       The parties continued to engage in various disputes over the next several years,
and the trial on Mrs. Vaughn’s outstanding claims against Appellants was continued
numerous times. Finally, on February 1, 2017, the matter came to trial and the court
heard testimony from the parties as well as a financial expert hired by Mrs. Vaughn. In an
order entered April 17, 2017, the court determined that Appellants had converted the
assets of Cash Mart and thus, based on Mrs. Vaughn’s ownership interest in Cash Mart,
entered a judgment against Appellants for $73,682.97.10 All outstanding motions and
claims were denied and dismissed by the trial court, and costs were assessed against the
Appellants. Following several post-trial motions, Appellants filed a timely notice of
appeal to this Court.

                                          Issues Presented

      As best we can discern them, the issues raised by the Appellants in this case are as
follows:

    1. Whether the trial court erred in its decision to award the Appellee 100% of the
       assets of Cash Mart, despite the fact that the Appellee possessed only 73.33%
       interest in the business.
    2. Whether the trial court erred as a matter of law in its 2011 pretrial ruling that
       Appellants were prohibited from raising fraudulent conveyance as a claim or
       affirmative defense at trial, after apparently ruling that the Appellants were not
       entitled to summary judgment on that issue.

In the posture of appellee, Mrs. Vaughn raises an additional issue for our review:


        10
           The trial court reached this amount after concluding that Appellants had indeed converted the
tangible property of Cash Mart for the use of ACM. In doing so, the trial court relied on a “depreciation
and amortization report” submitted at trial, and therefrom concluded that the replacement value of the
converted property was $47,957.00. In addition, the trial court calculated the prejudgment interest to be
$25,727.97, meaning the total judgment came to $73,682.97. The trial court declined to award Mrs.
Vaughn any damages for what it described as “intangible property” or consequential or incidental
damages.
                                                  -6-
   1. Whether the trial court erred in its decision to deny Mrs. Vaughn incidental or
      consequential damages.

                                         Discussion

       We begin with Appellants’ argument concerning the grant of summary judgment
on the issue of the alleged fraudulent conveyance, as we have determined that it is the
dispositive issue in this appeal. It is well-settled that summary judgment is appropriate
where: (1) there is no genuine issue with regard to the material facts relevant to the claim
or defense contained in the motion and (2) the moving party is entitled to judgment as a
matter of law on the undisputed facts. Tenn. R. Civ. P. 56.04. This Court reviews a trial
court’s grant of summary judgment de novo with no presumption of correctness. See City
of Tullahoma v. Bedford Cnty., 938 S.W.2d 408, 412 (Tenn. 1997). In reviewing the trial
court’s decision, we must view all of the evidence in the light most favorable to the
nonmoving party and resolve all factual inferences in the nonmoving party’s favor.
Luther v. Compton, 5 S.W.3d 635, 639 (Tenn. 1999); Muhlheim v. Knox. Cnty. Bd. of
Educ., 2 S.W.3d 927, 929 (Tenn. 1999). If the undisputed facts support only one
conclusion, then the court’s summary judgment will be upheld because the moving party
was entitled to judgment as a matter of law. See White v. Lawrence, 975 S.W.2d 525,
529 (Tenn. 1998); McCall v. Wilder, 913 S.W.2d 150, 153 (Tenn. 1995).

       In the present case, the Appellants argue that the trial court committed reversible
error in prohibiting the Appellants from raising fraudulent conveyance pursuant to
Tennessee Code Annotated section 66-3-308 as a claim or defense at trial. According to
the Appellants,

       [t]he first round of Motions for Partial Summary Judgment did not resolve
       whether or not [Mr. Vaughn’s] conveyance of the assignment to his wife in
       the face of the suit filed by [Appellants] was subject to the Act. . . . neither
       party’s cross-motions, affidavits, briefs in support, or other evidentiary
       material submitted to the [trial court] in support of the motions addressed
       the claim and defenses raised by [Appellants] pursuant to the Act.

Appellants assert that when the trial court entered its March 3, 2011 order concluding that
Mrs. Vaughn was entitled to summary judgment on the issue of fraudulent conveyance,
the trial court conflated Appellants’ motion for partial summary judgment with their
response to Mrs. Vaughn’s motion for partial summary judgment. Appellants now aver
that “the issues raised by the parties in their competing Motions . . . were limited in
scope[,]” and as such, Appellants were never under any burden to produce evidence
demonstrating why summary judgment in favor of Mrs. Vaughn was inappropriate as to
the issue of a fraudulent transfer.


                                            -7-
        Having thoroughly reviewed the record, we conclude that the Appellants’
argument is well taken. As an initial matter, and central to the resolution of this appeal,
our review of the record reveals that despite the trial court’s decision to apparently grant
summary judgment in favor of Mrs. Vaughn on the issue of fraudulent converyance, Mrs.
Vaughn filed no motion in the trial court seeking this relief. As this Court has previously
stated, “courts may from time to time be confronted with cross-motions for summary
judgment. In such cases, a court must rule independently on each motion and determine,
with regard to each motion, whether disputes of material fact with regard to that motion
exist.” Savage v. City of Memphis, 464 S.W.3d 326, 332 (Tenn. Ct. App. 2015) (citing
CAO Holdings, Inc. v. Trost, 333 S.W.3d 73, 82 (Tenn. 2010)). Moreover, “the denial of
one party’s motion for summary judgment does not necessarily imply that the other
party’s motion should be granted.” Id. Rather, when considering cross-motions for
summary judgment, the court must determine whether each party is “independently
entitled to summary judgment.” Id.

       A review of the pleadings actually filed is helpful to an understanding of the trial
court’s failure. Here, a claim or defense involving fraudulent conveyance was raised by
Appellants in response to Mrs. Vaughn’s various motions. Later, Appellants filed a
motion for summary judgment squarely addressing the fraudulent conveyance issue. Mrs.
Vaughn, however, never filed any summary judgment motion on the issue of the alleged
fraudulent conveyance. Despite this fact, in ruling that Appellants were precluded from
arguing fraudulent conveyance at trial, the trial court apparently granted summary
judgment in Mrs. Vaughn’s favor on this issue.

       Respectfully, the trial court’s action was error. Again, cross-motions for summary
judgment must be treated independently and the simple fact that Appellants’ fraudulent
conveyance motion for summary judgment was denied does not result in summary
judgment in favor of Mrs. Vaughn. See Savage, 464 S.W.3d at 332. The denial of any
purported summary judgment motion by Appellants concerning the issue of a fraudulent
conveyance does not finally resolve the issue, nor does it preclude this issue from being
raised at a later trial. See Elite Emergency Servs., LLC v. Stat Sols., LLC, No. M2008-
02793-COA-R3-CV, 2010 WL 845392, at *9 (Tenn. Ct. App. Mar. 10, 2010) (citing
Sheridan Music Group, Inc. v. Bramlett, No. M2005-01307-COA-R3-CV, 2006 WL
3246121, at *4 (Tenn. Ct. App. Nov.8, 2006), perm. app. denied (Tenn. Mar. 5, 2007))
(holding that the denial of a motion for partial summary judgment is not a final
judgment).

      Thus, in order for the issue to be precluded from trial, summary judgment must
have been granted in favor of Mrs. Vaughn. Rule 56 of the Tennessee Rules of Civil
Procedure contains clear requirements governing summary judgment practice. See
generally Tenn. R. Civ. P. 56.03 (requiring moving party’s to file statements of
undisputed material facts in support of their requests for summary judgment), 56.04
(governing summary judgment practice). Nothing in the record indicates that Mrs.
                                         -8-
Vaughn filed a properly supported motion for summary judgment. Appellants’ action in
raising fraudulent conveyance in their responsive filings is simply not a substitute for a
properly filed and supported motion for summary judgment filed on behalf of Mrs.
Vaughn.

       Moreover, even had a proper motion been filed, it is not clear that the trial court
applied the proper burden-shifting analysis. Here, the trial court’s ruling on summary
judgment states that the Appellants failed to negate an essential element of Mrs.
Vaughn’s claim because Appellants did not offer an affidavit of insolvency showing Mr.
Vaughn’s financial state at the time the transfer to Mrs. Vaughn occurred. While this
may be an appropriate basis to deny a motion for summary judgment in support of a
fraudulent conveyance claim or defense, it may not be sufficient to support the grant of
summary judgment precluding a party from raising this argument at trial. Instead, in
order to obtain summary judgment so that this issue would be precluded at trial, the
burden would fall to Mrs. Vaughn to “either (1) [] affirmatively negat[e] an essential
element of [Appellants’] claim or (2) [] demonstrat[e] that [Appellants’] evidence at the
summary judgment stage is insufficient to establish the [] claim or defense.” Rye v.
Women’s Care Ctr. of Memphis, MPLLC, 477 S.W.3d 235, 264 (Tenn. 2015) (applying
where the moving party does not bear the burden at trial). Nothing in the trial court’s
March 3, 2011 order includes a determination that Mrs. Vaughn met this burden, thereby
shifting the burden to Appellants to set forth specific facts showing that summary
judgment was not appropriate. Only if Mrs. Vaughn were able to meet this burden should
summary judgment have been granted in her favor; without summary judgment in favor
of Mrs. Vaughn, the trial court erred in precluding the issue of fraudulent conveyance at
trial.

        Finally, the trial court’s decision to grant summary judgment in favor of Mrs.
Vaughn is fundamentally flawed. As previously discussed, summary judgment is only
appropriate where: (1) there is no genuine issue with regard to the material facts relevant
to the claim or defense contained in the motion and (2) the moving party is entitled to
judgment as a matter of law on the undisputed facts. Tenn. R. Civ. P. 56.04. Here, the
trial court’s later ruling in the July 28, 2011 order on the issue of fraudulent conveyance
expressly states that there are genuine factual disputes concerning an element of
Appellants’ fraudulent conveyance claim. While a determination that other essential
elements of the claim had been negated by Mrs. Vaughn’s proof or that Mrs. Vaughn had
met her burden to show that Appellants were unable to prove another essential element of
the claim could render this dispute of fact irrelevant to the issue of summary judgment,
nothing in the trial court’s previous March 3, 2011 order make the required findings that
Mrs. Vaughn indeed met her burden of production.11 See generally Smith v. UHS of


       11
         This is assuming, of course, that a proper motion for summary judgment was filed by Mrs.
Vaughn as to this claim.
                                              -9-
Lakeside, Inc., 439 S.W.3d 303, 314 (Tenn. 2014) (holding that “a trial court’s decision
either to grant or deny a summary judgment” must be “adequately explained”).

       In our view, this chain of events cannot be corrected without vacating the trial
court’s grant of summary judgment and remanding for further proceedings. Here, the trial
court granted summary judgment to Mrs. Vaughn on the issue of fraudulent conveyance
in the absence of a proper motion seeking such relief. Cf. Hood v. Jenkins, 432 S.W.3d
814, 825 (Tenn. 2013) (citing Gentry v. Gentry, 924 S.W.2d 678, 680 (Tenn.1996))
(holding that a judgment is void where “the judgment itself was outside of the
pleadings.”). Additionally, the trial court appears to have misapplied the burden of
production, as well as the summary judgment standard, in reaching this result. In light of
the profound deficiencies in this case, we decline to review the trial court’s alternative
bases for the grant of summary judgment. Instead, we vacate the trial court’s judgment
and remand for reconsideration. If Mrs. Vaughn seeks summary judgment on the issue of
any alleged fraudulent conveyance, she must file a proper motion pursuant to Rule 56 of
the Tennessee Rules of Civil Procedure. Because Mrs. Vaughn’s entitlement to relief on
her claims at trial likely depends on the resolution of the fraudulent conveyance issue, all
other issues related to the bench trial in this matter are pretermitted.

                                           Conclusion

      The decision of the Hamilton County Chancery Court is vacated and remanded for
proceedings consistent with this Opinion. Costs of this appeal are taxed against the
Appellee, Brenda Chaney Vaughn, for which execution may issue if necessary.



                                                    _________________________________
                                                    J. STEVEN STAFFORD, JUDGE




                                           - 10 -
