                 IN THE COURT OF APPEALS OF TENNESSEE
                            AT KNOXVILLE
                                     July 11, 2001 Session



              ROGER RITCHIE, ET AL. v. TOMMY PITNER, ET AL.

                       Appeal from the Circuit Court for Knox County
                         No. 01-70-00    Dale C. Workman, Judge

                                   FILED AUGUST 13, 2001

                                 No. E2000-02689-COA-R3-CV




This lawsuit arises out of a Letter of Intent entered into between two of the various parties to this
action. The Trial Court entered judgment on the issue of which party was entitled to possession of
the property, but did not rule on any of the remaining claims. Because the judgment appealed from
is not a final judgment for purposes of Rule 3 of the Tenn. R. App. P., we dismiss the appeal.


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


D. MICHAEL SWINEY , J., delivered the opinion of the court, in which HOUSTON M. GODDARD, P.J.,
and HERSCHEL P. FRANKS, J., joined.


Arthur F. Knight, III, and Samuel W. Brown, Knoxville, Tennessee for the Appellant Tommy Pitner.


John K. Harber, Knoxville, Tennessee for the Appellees Marian Enterprises, Inc., and Dr. Joseph
Tabery.
                                         MEMORANDUM OPINION1


                This is an appeal from a Circuit Court judgment concluding that a Letter of Intent did
not operate as a lease and the property owner was, therefore, entitled to immediate possession of the
property.

               Mr. Roger Ritchie (“Ritchie”) was the owner of property located on Clinton Highway
in Knoxville. Mr. Ritchie operated an adult entertainment establishment on this property, which had
apparently been closed down for nonpayment of taxes. Ritchie entered into negotiations with Mr.
Tommy Pitner (“Pitner”), and these two individuals entered into the Letter of Intent concerning this
business. The Letter of Intent provided, in part, that Pitner would manage the business commencing
December 19, 1998. In return, Ritchie would receive $2,600.00 per month from Pitner, and Pitner
would keep any additional proceeds from the ongoing operation of the business. The Letter of Intent
further provided that the parties would enter into a management contract, which “contract will be
for five (5) years commencing on the aforementioned date and time with a five (5) year option
thereafter.” Two days after the Letter of Intent was entered into, The Pink Putty Kat, LLC (“LLC”)
was formed to manage the property. The three members of the LLC were Pitner, Harold Lovelace
(“Lovelace”), and Bob Lynch.

                On August 2, 1999, Ritchie filed a detainer warrant in the Knox County General
Sessions Court. Ritchie also made a claim for unpaid rent and further alleged that Pitner “has altered
[the] structure; has destroyed property; has violated city\state laws continually and breached the
contract in other ways.” Pitner filed a counter-claim alleging, among other things, fraud, accord and
satisfaction, conspiracy, breach of contract, and interference with contract. While this litigation was
pending, Ritchie sold the property at issue to Marian Enterprises, Inc. (“Marian”), which intervened
in the lawsuit as did Lovelace and the LLC. After the case was tried in the General Sessions Court
and while the appeal was still pending in the Circuit Court, however, Lovelace and the LLC filed
a counter-claim against Ritchie, Marian, and Dr. Tabery who was Marian’s principal shareholder.
Lovelace and the LLC sought compensatory damages, treble damages, and punitive damages.
Several claims were asserted by Lovelace and the LLC, including claims for unjust enrichment and
quantum meruit for alleged improvements made to the property.




       1
           Rule 10(b) o f the Rules of the Co urt of Appea ls provides:

                  The Court, w ith the concurrence of all judges participating in the case, may affirm,
                  reverse or mod ify the actions of the trial court by memorandum opinion when a
                  formal o p in io n w ou ld h av e no pre c ede ntia l va lue . W hen a case is decided by
                  memorandum opinion it shall be de signated “ MEM ORA NDU M OP INION ,” shall
                  not be published, and shall not be cited or relied on for any reason in a subsequent
                  unrelated case.

                                                            -2-
                Pitner and Marian filed motions for summary judgment. Pitner’s motion was denied,
but Marian’s was granted. In so doing, the Circuit Court entered a “Final Judgment” and concluded
that the Letter of Intent did not constitute a lease and, therefore, Marian was entitled to immediate
possession of the property. The Circuit Court, however, specifically stated in its judgment that it
was not ruling on “any other cause of action which may be asserted between the parties, and the
Court makes no ruling concerning the ownership or removal of fixtures located within the business
premises.”

              Upon reviewing the record in its entirety after oral arguments were heard in this case,
we conclude that the judgment appealed from is not a final judgment for purposes of Rule 3 of the
Tenn. R. App. P, which provides in relevant part that:

               Except as otherwise permitted in Rule 9 and in Rule 54.02 Tennessee
               Rules of Civil Procedure, if multiple parties or multiple claims for
               relief are involved in an action, any order that adjudicates fewer than
               all the claims or the rights and liabilities of fewer than all the parties
               is not enforceable or appealable and is subject to revision at any time
               before entry of a final judgment adjudicating all the claims, rights,
               and liabilities of all parties.

                No application for permission to take an interlocutory appeal was filed pursuant to
Rule 9 of the Tenn. R. App. P. Likewise, there was no express direction for entry of judgment by
the Trial Court or a determination that there was no just reason for delay, as set forth in Rule 54.02
of the Tenn. R. Civ. P. Since the judgment appealed from does not adjudicate all the claims, rights,
and liabilities of all the parties, this appeal is dismissed and the case is remanded for further
proceedings, as necessary, to resolve the remaining claims of the parties. Costs of the appeal are
taxed to the Appellant, Tommy Pitner, and his surety.




                                                        ___________________________________
                                                        D. MICHAEL SWINEY, JUDGE




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