                IN THE COURT OF APPEALS OF TENNESSEE
                            AT NASHVILLE
                                  May 27, 2010 Session

  MARY DUFFER, as Executrix of the ESTATE OF ELMER HAMILTON
                            LAWSON
                                 v.
                        MARY LAWSON

                 Appeal from the Chancery Court for Sumner County
                    No. 2008C-268     Tom E. Gray, Chancellor


               No. M2009-01057-COA-R3-CV - Filed September 3, 2010


This appeal concerns the ownership of real property. The decedent acquired the subject
property while he was married to the defendant surviving spouse. Years later, the decedent
quitclaimed his interest in the property to his grandson. Subsequently, the decedent and the
grandson disputed ownership of the property and an ancillary lawsuit ensued. Before the
litigation was resolved, the decedent died and his estate was substituted as a party. The
surviving spouse filed a wrongful death lawsuit against the grandson, asserting he caused the
decedent’s death. The grandson settled both lawsuits; the settlement of each involved a
transfer of the subject real property. Thereafter, the executrix of the decedent’s estate filed
the instant lawsuit against the surviving spouse seeking a determination as to the ownership
of the property. The surviving spouse counterclaimed, asserting various theories of
ownership. On the estate’s motion, the trial court entered an order dismissing the surviving
spouse’s counterclaim to the extent that it sought fee simple ownership. The surviving
spouse now appeals. We dismiss the appeal, finding that we do not have subject matter
jurisdiction.

               Tenn. R. App. P. 3 Appeal as of Right; Appeal Dismissed

H OLLY M. K IRBY, J., delivered the opinion of the Court, in which D AVID R. F ARMER, J., and
J. S TEVEN S TAFFORD, J., joined.

Thomas B. Luck, Nashville, Tennessee, for the appellant, Mary Lawson

John R. Phillips, Jr., Gallatin, Tennessee, for the appellee, Mary Duffer, as Executrix of the
Estate of Elmer Hamilton Lawson
                                               OPINION

                                F ACTS AND P ROCEEDINGS B ELOW

Elmer H. Lawson (“Mr. Lawson”) and Defendant/Appellant Mary F. Lawson (“Mrs.
Lawson,” collectively “the Lawsons”) married in December 1950.1 At the time of the
marriage, Mrs. Lawson was fourteen years old, and had attended school through the seventh
grade. Within six years, the couple had three children, including Plaintiff/Appellee Mary
Duffer. Over time, the Lawsons came to have at least four grandchildren, including Brad E.
Lawson.

In 1970, the Lawsons purchased a home on Aqua Drive in Gallatin, Sumner County,
Tennessee, as tenants by the entirety. This apparently became the family home for over
twenty years.

In October 1993, Mr. Lawson purchased the real property that is the subject of this appeal,
654 Northridge in Gallatin, Tennessee (“Northridge property”). The warranty deed recites
that the Northridge property was conveyed “unto Elmer H. Lawson, his heirs and assigns.”
Mrs. Lawson is not mentioned in the deed.

The Lawsons sold the Aqua Drive property in 1995. Thereafter, the Northridge property
became the Lawsons’ marital home. Mr. and Mrs. Lawson each received half of the
proceeds of the sale of the Aqua Drive home in separate checks. Mrs. Lawson tendered her
check to Mr. Lawson to be put toward the purchase of the Northridge property.

While the Lawsons lived in the Northridge home, Mrs. Lawson contributed to its
maintenance and upkeep. By all accounts, the Lawsons resided at the property without issue
for over a decade. By 2005, the relationship between Mr. and Mrs. Lawson apparently
became strained.

In September 2005, Mr. Lawson executed a quitclaim deed that conveyed title in the
Northridge property as follows:

        [O]ne-half undivided interest to BRAD E. LAWSON, his heirs and assigns,
        and a one-half undivided interest to MARY ANN DUFFER for and during her


1
 Because this is an appeal from an order granting judgment on the pleadings, we recite the facts as alleged
by Mrs. Lawson in her complaint. Satterfield v. Breeding Insulation Co., 266 S.W.3d 347, 352 n.1 (Tenn.
2008) (citing Lanier v. Rains, 229 S.W.3d 656, 660 (Tenn. 2007); Cherokee Country Club, Inc. v. City of
Knoxville, 152 S.W.3d 466, 470 (Tenn. 2004)).

                                                   -2-
       natural life and at her death to BRAD E. LAWSON, his heirs and ass[ig]ns,
       AND A LIFE ESTATE to MARY FRANCES LAWSON, SUBJECT TO A
       LIFE ESTATE RETAINED BY ELMER H. LAWSON

(emphasis in original omitted). The deed was recorded the same month that it was executed.
The reason for the transfer of interests in the property to grandson Brad Lawson, daughter
Mary Duffer, and Mrs. Lawson, does not appear in the record. Around the same time, Mr.
Lawson apparently transferred about five other parcels of real property to grandson Brad
Lawson.

About two years later, in October 2007, Mr. Lawson executed his last will and testament.
The will stated that Mr. Lawson was “mindful that [Mrs. Lawson] will receive [Northridge]
. . . as a tenant by the entireties . . ..” In light of this, Mr. Lawson’s will provided that Mrs.
Lawson should receive the couple’s 1997 Buick Park Avenue automobile and all of the
household furnishings in the Northridge marital residence.

The next month, in November 2007, the Lawsons executed a deed of trust on the Northridge
property. The deed of trust recited that both Mr. Lawson and Mrs. Lawson were owners of
the property. In December 2007, the deed of trust was recorded.

At some point, Mr. Lawson and Brad Lawson became engaged in a dispute over the
ownership of the various parcels of real property that Mr. Lawson had apparently transferred
to Brad Lawson. This dispute included the Northridge property. As a result, grandson Brad
Lawson filed a lawsuit against his grandfather, Mr. Lawson, in the Sumner County Chancery
Court (“fraud lawsuit”).2 In January 2008, Mr. Lawson filed a counterclaim asserting that
his grandson had acquired his interest in the Northridge property and the other properties
through fraud, misrepresentation and undue influence. Shortly after that, in February 2008,
Mr. Lawson filed a lien lis pendens on the Northridge property.

While the fraud lawsuit was pending, Mr. Lawson died on July 12, 2008. Following his
death, the Estate of Elmer H. Lawson (“the Estate”) was opened and substituted as a party
in the fraud lawsuit.




2
 The only documents regarding the fraud lawsuit between Brad Lawson and Mr. Lawson in the appellate
record in this appeal are the settlement agreement and the agreed final judgment. These are attached as
exhibits to the complaint filed by the Estate in the trial court below in the instant proceedings.

                                                  -3-
The record is not clear on the circumstances, but it appears that Brad Lawson may have been
involved in Mr. Lawson’s death.3 Consequently, in the summer of 2008, Mrs. Lawson filed
a wrongful death lawsuit against Brad Lawson (“wrongful death lawsuit”).4

While Mrs. Lawson’s wrongful death lawsuit against Brad Lawson was pending, the fraud
lawsuit between Brad Lawson and Mr. Lawson’s estate was mediated. Meanwhile, on
August 20, 2008, Brad Lawson conveyed his interest in the Northridge property to Mrs.
Lawson via quitclaim deed, as partial settlement of her wrongful death lawsuit against him.
The deed was recorded the next day. A week later, on August 28, 2008, a settlement
agreement was reached in the fraud lawsuit. Under the terms of the fraud settlement, Brad
Lawson agreed to convey half of his interest in the Northridge property to the Estate and half
to Mrs. Lawson, as tenants in common. On September 29, 2008, an agreed final judgment,
incorporating the terms of the settlement, was entered in the fraud lawsuit.

The next month, after she learned of the August 20 quitclaim deed from Brad Lawson to Mrs.
Lawson, Plaintiff Mary Duffer, as the executrix of Mr. Lawson’s Estate, filed the instant
lawsuit against Mrs. Lawson on behalf of the Estate. The complaint alleges that the August
20 conveyance was made with the intent to defeat the Estate’s claim to the Northridge
property. As relief, the complaint sought to have the quitclaim deed declared void and asked
the trial court to determine the legal and equitable ownership of the Northridge property.

Mrs. Lawson answered the complaint and asserted a counterclaim. In her counterclaim, she
contended that there was a presumption that she and Mr. Lawson held the Northridge
property as tenants by the entirety because Mr. Lawson acquired it during their marriage. On
this basis, she claimed that she owned Northridge as the surviving tenant by the entirety. In
the alternative, she asserted that she had an equitable marital interest in the property and that
Mr. Lawson’s September 2005 quitclaim transfer to Brad Lawson was a fraudulent
conveyance.




3
 The November 2009 order of the trial court below states that Mr. Lawson’s death was investigated as a
homicide, with Brad Lawson facing criminal charges. At oral argument, the Estate’s attorney stated that
Brad Lawson used a vehicle to run over the wheelchair-bound Mr. Lawson while in the presence of a police
officer; this information, however, does not appear elsewhere in the appellate record.
4
 The record includes references to Mrs. Lawson’s wrongful death lawsuit, but does not include any of the
pleadings filed.

                                                  -4-
The Estate responded with a Rule 12.02(6)5 motion to partially dismiss Mrs. Lawson’s
counterclaim. In the motion, the Estate argued that there was no presumption that Mr. and
Mrs. Lawson held the Northridge property as tenants by the entirety because only Mr.
Lawson had acquired an interest in the property. In January 2009, after a hearing, the trial
court entered an order dismissing “the Counter-Complaint of Mary Lawson asserting
‘Tenancy by the Entirety’ theory or claim relating to” the Northridge property, based on the
trial court’s determination that Mr. Lawson’s ownership of the property did not create a
tenancy by the entirety with Mrs. Lawson. The order stated that Mrs. Lawson’s other claims
to the Northridge property were “not affected by this partial Dismissal.” 6

Thereafter, with the permission of the trial court, Mrs. Lawson amended her counterclaim.
In the amended counterclaim, Mrs. Lawson asserted that she owned the Northridge property
in fee simple absolute because she had an equitable interest in the property that Mr. Lawson
could not convey. In the alternative, she asserted, inter alia, that the September 2005
quitclaim conveyance by Mr. Lawson to Brad Lawson was done with the intent to defeat her
marital interest in the Northridge property.

In response to Mrs. Lawsons’s amended counterclaim, the Estate filed a motion for partial
judgment on the pleadings pursuant to Rule 12.03 of the Tennessee Rules of Civil
Procedure.7 In the motion, the Estate contended that none of Mrs. Lawson’s assertions


5
    Rule 12.02 of the Tennessee Rules of Civil Procedure provides:

                    Every defense, in law or fact, to a claim for relief in any pleading, whether a claim,
           counterclaim, cross-claim, or third-party claim, shall be asserted in the responsive pleading
           thereto if one is required, except that the following defenses may at the option of the pleader
           be made by motion in writing: . . . (6) failure to state a claim upon which relief can be
           granted, . . ..

TENN . R. CIV . P. 12.02.
6
 In its appellate brief, the Estate asserts that the January 2009 order was certified as final pursuant to Rule
54.02 of the Tennessee Rules of Civil Procedure. This assertion was reiterated at oral argument by the
attorney for the Estate. From our review of the record, the January 2009 order does not mention Rule 54.02
and does not direct entry of a final judgment with an express determination that there is no just reason for
delay.
7
    Rule 12.03 of the Tennessee Rules of Civil Procedure provides:

                   After the pleadings are closed but within such time as not to delay the trial, any
           party may move for judgment on the pleadings. If, on a motion for judgment on the
           pleadings, matters outside the pleadings are presented to and not excluded by the court, the
                                                                                                 (continued...)

                                                        -5-
“standing alone or in [the] aggregate” entitled her to fee simple ownership of the Northridge
property, “as opposed to a potential marital interest.”

After a hearing, the trial court granted the Estate’s Rule 12.03 motion. The May 2009 order
stated:

                   IT IS ORDERED that claim of Mary Lawson as set forth in the original
           Amended Counter Complaint . . . is DISMISSED to the extent that such claim
           asserts the right to a fee simple ownership of [the Northridge property], with
           the claim of Mary Lawson for an equitable interest in such property . . .
           reserved for final resolution.

                  IT IS FURTHER ORDERED AND ADJUDGED that this Order is,
           under and purs[ua]nt to Rule 54.02 of the Tennessee Rules of Civil Procedure,
           designated and determined as a FINAL JUDGMENT as to the issue of [Mrs.
           Lawson’s] claim of fee simple ownership of [the Northridge property] only.

Mrs. Lawson timely filed a notice of appeal, appealing the May 2009 order.

Thereafter, in August 2009, the case proceeded to trial. In November 2009, the trial court
entered an order which appears to adjudicate Mrs. Lawson’s other legal theories related to
her claim of an interest in the Northridge property.8 We now consider Mrs. Lawson’s appeal
from the May 2009 order.




7
    (...continued)
            motion shall be treated as one for summary judgment and disposed of as provided in Rule
            56, and all parties shall be given reasonable opportunity to present all material made
            pertinent to such a motion by Rule 56.

TENN . R. CIV . P. 12.03


8
 This Court granted the Estate’s motion to supplement the appellate record to include the trial court’s
November 2009 order as a post-judgment fact pursuant to Rule 14 of the Tennessee Rules of Appellate
Procedure. At the oral argument of this appeal, both parties’ attorneys stated that there was a pending motion
in the trial court below to alter or amend the November 2009 order; the appellate record has not been
supplemented with regard to the motion to alter or amend.

                                                     -6-
                      ISSUES ON A PPEAL AND S TANDARD OF R EVIEW

On appeal, Mrs. Lawson argues that the trial court erred in declining to hold that she owns
the Northridge property as the surviving tenant by the entirety or that the Northridge property
is marital property under the doctrine of transmutation.

Recently, we summarized the standard of review applicable when a trial court grants a
motion for judgment on the pleadings:

              In reviewing a trial court’s grant of judgment on the pleadings under
       Rule 12.03 of the Tennessee Rules of Civil Procedure, we construe the
       complaint in favor of the plaintiff “by taking all factual allegations in the
       complaint as true and by giving the plaintiff the benefit of all the inferences
       that can be reasonably drawn from the pleaded facts.” Satterfield v. Breeding
       Insulation Co., 266 S.W.3d 347, 352 n. 1 (Tenn.2008) (citing Lanier v. Rains,
       229 S.W.3d 656, 660 (Tenn.2007); Cherokee Country Club, Inc. v. City of
       Knoxville, 152 S.W.3d 466, 470 (Tenn.2004)). Conclusions of law are not
       admitted and judgment on the pleadings should not be granted “unless the
       moving party is clearly entitled to judgment.” Cherokee Country Club, Inc.,
       152 S.W.3d at 470 (Tenn.2004) (quoting McClenahan v. Cooley, 806 S.W.2d
       767, 769 (Tenn.1991)). This determination is a question of law, and we review
       the trial court's conclusions of law de novo with no presumption of
       correctness. Frye v. Blue Ridge Neuroscience Ctr., P.C., 70 S.W.3d 710, 713
       (Tenn.2002) (citing Union Carbide Corp. v. Huddleston, 854 S.W.2d 87, 91
       (Tenn.1993)); Bowden v. Ward, 27 S.W.3d 913, 916 (Tenn.2000) (citing
       Myint v. Allstate Ins. Co., 970 S.W.2d 920, 924 (Tenn.1998)).

Harman v. Univ. of Tenn., No. E2009-02139-COA-R3-CV, 2010 WL 2432049, at *2 (Tenn.
Ct. App. June 16, 2010), perm. app. filed Aug. 16, 2010.

                                          A NALYSIS

Prior to addressing the substantive issues raised on appeal, we must first determine whether
this Court has subject matter jurisdiction to hear this appeal. See T ENN. R. A PP. P. 13(b).
“Subject matter jurisdiction concerns the authority of a particular court to hear a particular
controversy.” Meighan v. U.S. Sprint Commc'ns Co., 924 S.W.2d 632, 639 (Tenn.1996)
(citing Landers v. Jones, 872 S.W.2d 674 (Tenn.1994)).

Unless otherwise provided by statute or the Rules of Appellate Procedure, this Court does
not have subject matter jurisdiction over the appeal of an order that is not final. City of

                                              -7-
Jackson v. Hersh, No. W2008-02360-COA-R3-CV, 2009 WL 2601380, at *3 (Tenn. Ct.
App. Aug. 25, 2009), no perm. app. (citing Bayberry Assocs. v. Jones, 783 S.W.2d 553, 559
(Tenn. 1990)). A final judgment is one that adjudicates all claims, rights and liabilities of
all parties to an action. See T ENN. R. A PP. P. 3(a).

Rule 54.02 of the Tennessee Rules of Civil Procedure is one of the exceptions 9 to the general
rule requiring a final judgment for this Court to have subject matter jurisdiction. See T ENN.
R. A PP. P. 3(a); see also Ikbariah v. Williams, No. W2008-00126-COA-R3-CV, 2008 WL
4613952, at *2 (Tenn. Ct. App. Oct. 17, 2008), no perm. app. Rule 54.02 provides:

                 When more than one claim for relief is present in an action, whether as
        a claim, counterclaim, cross-claim, or third party claim, or when multiple
        parties are involved, the Court, whether at law or in equity, may direct the
        entry of a final judgment as to one or more but fewer than all of the claims or
        parties only upon an express determination that there is no just reason for delay
        and upon an express direction for the entry of judgment. In the absence of such
        determination and direction, any order or other form of decision, however
        designated, that adjudicates fewer than all the claims or the rights and
        liabilities of fewer than all the parties shall not terminate the action as to any
        of the claims or parties, and the order or other form of decision is subject to
        revision at any time before the entry of the judgment adjudicating all the
        claims and the rights and liabilities of all the parties.

T ENN. R. C IV. P. 54.02. Thus, Rule 54.02 may come into play when there are multiple
parties, multiple claims, or both. Under such circumstances, the trial court may direct the
entry of a final judgment as to one or more, but fewer than all, of the claims or parties. To
satisfy the requirements of Rule 54.02, such an order must include “an express determination
that there is no just reason for delay” and “an express direction for the entry of judgment.”
T ENN. R. C IV. P. 54.02. If this “magic language” is omitted, the interlocutory order does not
comply with Rule 54.02 and is not a final and appealable order. See State ex rel. Comm'r
of Tenn. Dep’t of Transp. v. West Coast, LLC, No. M2009-00140-COA-R3-CV, 2009 WL
4801713, at *4 n.4 (Tenn. Ct. App. Dec. 14, 2009), no perm. app.

It is undisputed that the May 2009 order is an interlocutory order, inasmuch as the trial court
explicitly reserved adjudication of Mrs. Lawson’s equitable interest in the Northridge


9
 Under Rule 9 of the Tennessee Rules of Appellate Procedure, both the trial court and the appellate court
may grant permission to appeal an interlocutory order. TENN . R. APP . P. 9(a). Under Rule 10 of the
Tennessee Rules of Appellate Procedure, the appellate court grants permission to appeal an interlocutory
order. TENN . R. APP . P. 10(a).

                                                  -8-
property. See T ENN. R. A PP. P. 3(a) (providing definition of a final judgment). The order
contains part of the “magic language,” in that it includes an express designation of a final
judgment pursuant to Rule 54.02. However, the order lacks “an express determination that
there is no just reason for delay.” T ENN. R. C IV. P. 54.02. Thus, while the May 2009 order
invokes Rule 54.02, it does not include all of the “magic language” and is not a final and
appealable judgment. See West Coast, LLC, 2009 WL 4801713, at *4 n.4.

Moreover, even if the May 2009 order contained the appropriate language from Rule 54.02,
the order does not resolve a distinct “claim” for the purposes of Rule 54.02.10 A “claim”
denotes “the aggregate of operative facts which give rise to a right enforceable in the courts.”
Christus Gardens, Inc. v. Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., No.
M2007-01104-COA-R3-CV, 2008 WL 3833613, at *5 (Tenn. Ct. App. Aug. 15, 2008), no
perm. app. (quoting McIntyre v. First Nat'l Bank of Cincinnati, 585 F.2d 190, 191 (6th Cir.
1978)). Thus, “a complaint asserting only one legal right, even if seeking multiple remedies
for the alleged violation of that right, states a single claim for relief.” Id. (quoting Liberty
Mut. Ins. Co. v. Wetzel, 424 U.S. 737, 744 (1976)).

The case at bar concerns a dispute over the ownership of real property that has been the
subject of multiple transfers among family members. In her counterclaim, Mrs. Lawson
asserts an ownership interest in the Northridge property based on a potpourri of legal
theories. Resolution of her claim to an ownership interest is predicated on the same
aggregate of operative facts, i.e. the circumstances surrounding the multiple documents
concerning the ownership of the Northridge property. Eliminating the legal theories that
would result in fee simple ownership does not constitute resolution of a “claim.”
Consequently, even if the trial court’s order had included the Rule 54.02 “magic language,”
certification under Rule 54.02 would be considered improvident because the May 2009 order
does not enter judgment on a “claim” for the purposes of the Rule.

Therefore, we must conclude that this Court does not have subject matter jurisdiction to hear
this appeal, and the appeal must be dismissed.11


10
  There are only two parties in the case at bar. Therefore, the applicability of Rule 54.02 turns on the
presence of multiple claims. Christus Gardens, Inc. v. Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C., No. M2007-01104-COA-R3-CV, 2008 WL 3833613, at *4 (Tenn. Ct. App. Aug. 15, 2008), no perm.
app. (citing Tucker v. Capitol Records, Inc., No. M2000-01765-COA-R3-CV, 2001 WL 1013085, at *7
(Tenn. Ct. App. Sept. 6, 2001)).
11
 In the Estate’s motion to supplement the record with the trial court’s November 2009 order, the Estate
maintains that Mrs. Lawson did not appeal from a final judgment. Although the Estate refers to the
November 2009 order as “final,” the November 2009 order expressly reserves other unspecified matters, and
                                                                                           (continued...)

                                                  -9-
                                            C ONCLUSION

For the reasons set forth above, the appeal is dismissed. The costs of this appeal are taxed
to the Appellant Mary Lawson, and her surety, for which execution may issue if necessary.




                                                         _________________________________
                                                         HOLLY M. KIRBY, JUDGE




11
  (...continued)
therefore does not purport to be a final order. Mrs. Lawson maintains that the November 2009 order is not
a final judgment. Under these circumstances, the November 2009 order does not affect our holding that this
Court lacks subject matter jurisdiction over the instant appeal.

                                                  -10-
